Ultimate Symbiote Adventures
by nvzblgrrl
Summary: Eleanor Blake, better known as Ellen, didn't expect her life to end up like a comic book, but once it happens, what can you do but swing with the punches? OC.
1. Origins (With Great Power)

Getting trapped in another dimension wasn't Ellen Blake's idea of a good time, but it worked out in its own way.

Going back to high school? Inconvenient, but it guaranteed at least one decent-ish meal a day, internet access, and proof-solid of an identity.

Being deaged by almost ten years? Annoying, but it made the high school excuse functional, actually being a teenager. Her ID card identified her 'Eleanor Blake', a seventeen year old junior, so it wasn't like she'd been dumped back into the frosh pit. Small mercies.

Getting transplanted into an alternate universe where characters and organizations you previously believed fictional were the real deal, complete with all the powers that came with? Weird, cool, but also dangerous, considering that she didn't have powers.

Well, at least she wasn't without recourse in that context.

Ellen looked at the vials in her hands and the strange liquids inside. In the left hand, the vial was filled with thick white goo that slid around its vessel sluggishly, while the right vial was full of viscous orange-red ooze that twitched violently at the smallest provocation. Anti-Venom and Toxin, the labels said in spidery handwriting, which was the total sum of information anyone uninformed would be afforded.

Thankfully, her own knowledge of the Marvel mythos was sufficient to fill in the blanks. Two mutually exclusive beings, of which either would give her the kind of edge required to survive in this new world of superheroes.

Toxin was the more powerful of the two symbiotes, and it was the most powerful one in the current continuity, with shapeshifting, camouflage, and an almost preternatural tracking ability to go with the usual talents, but came with the same aggression increasing drives that the rest of its line possessed. Between Patrick Mulligan's sitcom-esque drama with it and Eddie Brock's latest rampages, it had more than proved its corruptive qualities.

Anti-Venom was physically weaker, but, unless this sample was an exception to the rule, lacked a mind of its own along with possessing healing powers and an almost broken immunity to the traditional symbiote weaknesses. Eddie Brock hadn't been able to make much use of the first perk, as his own hang-ups had more than compensated for the absence of mental interference, but in the hands of someone stable… Ellen smirked at the idea.

How the vials had come into her possession, she didn't know. Slipping through the cracks of universes didn't come with handy street signs, much less a shopper's guide to the unintentional acquisition of dangerous artifacts.

She tucked the vials into the padded side-pocket of her backpack before slinging it back over her shoulder and closing her locker. They'd never shown signs of breaking, but she wasn't going to take the risk with either symbiote escaping. She hadn't used either yet, but it was only a matter of time before the situation called for it, considering that she was in attendance at Midtown High. Hell, she sat mere rows behind Peter freaking Parker in Algebra and had twice – TWICE – caught sight of his costume peeking out of his backpack. How he had a secret identity seemed as much luck as it was deliberate obfuscation on his part.

Oh god, Ellen hoped this wasn't the Ultimate comic verse. She'd only read the local library's rather limited collection and what scattered issues they had only revealed that somehow, the Ultimate line had managed to turn everyone except Spider-Man into an asshole, not to mention that everyone who died tended to stay that way. Also, Norman Osborn as an immortal fire-ball throwing psychotic Hulk-thing instead of a somewhat-baseline psychotic super human in a tacky costume?

Hell. No.

Peter Parker slid past her, twisting the dial of his locker with practiced ease before snapping it open and rummaging through his text books. Ellen ignored him, moving on to Harry Osborn, who was busy with a high-five contest between him and some assorted freshmen.

"Finish that paper on Romeo and Juliet, Harry?" She asked.

He grinned sheepishly. "Well, yeah. Kinda just BSed it though. Shakespeare's not exactly my idea of ideal late-night reading. Soon as Mercutio bit it, I quit it."

That made Ellen smirk. "And that's why I told you to watch the film with DiCaprio. Entertainment value along with everything you needed to begin with, so long as you left out any mention of the costumes." Harry Osborn had been a pleasant surprise, in many ways. Friendly, outgoing, and without a trace of the crimson brillo hair of evil the world had come to associate with the Green Goblin, it was hard to see exactly how he was anything like Norman Osborn, aside from sharing a few recessive genes and a surname.

"You're the English tutor, El, not me." Harry said, smiling as he raised his hand. "Catch you in fourth period?"

She completed the high five. "It's a date."

* * *

Of course supervillains would attack at lunch and, of course, they were looking for Spider-Man. Ellen was a little surprised by exactly who was knocking though. The Frightful Four were Fantastic Four villains, traditionally, but Marvel rogues galleries did tend towards the flexible. Why Thundra and Klaw, lord of inconveniences, were part of this universe's line up, she didn't know. Of course, thanks to the good ol' Marvel flexibility, they'd probably been part of the group at some point or another. It wasn't as if she'd been through the Fantastic Four's entire backlog.

"Um, there's only three of you." Mary Jane Watson pointed out as the Wizard finished introducing the group.

"QUIET." The Wizard said, throwing the principal into the wall. "The Trapster, prior to his capture, discovered that Spider-Man attends this school. Now, he best step forward, or else we will tear this place down brick by brick."

"YES!"

"With all of you in it!" He snapped.

The cheers died, though there was still a small solitary 'yay' from a far corner. That, too, died as Klaw blasted a section of ceiling, raining rubble down on the students. The gravity of the situation finally calcified, the teens freezing to stare at the supervillains.

"Much better." The Wizard purred as he floated above the crowd. "Now, which one of this mild-mannered crowd could our mysterious wall-crawler be? A teacher? A student? The cafeteria lady?"

A lunch lady near the back of the room scuttled into the hidden kitchen area. Ellen did the same, sliding beneath a table as she unzipped her backpack and reached into the inner pocket where she'd stashed the symbiotes. "C'mon." She hissed under her breath as the vials failed to materialize from the folds of abandoned gym clothes. Something cool and smooth suddenly met her fingertips. She snatched it and, seeing her prize, smiled at the white-filled vial.

Anti-Venom it was.

* * *

Bentley Whitman, far better known as the Wizard, smirked at the fearful faces below, basking in the atmosphere of shivering awe. Truly, it was these moments that really made villainy worth it, the sheer respect commanded by a show of superior force far outweighed that afforded to garden variety scientists, but they had a mission to complete. Alas, there would be other days to show the masses their place. "They seem reluctant to talk." He said, gesturing to Klaw. "Perhaps a little persuasion is in-" White webbing splattered across his face, cutting the supervillain off.

Spider-Man. Finally. The Wizard pulled the webbing away from his helmet and activated the cam. "Engaging target now, Octavius- wait."

That wasn't Spider-Man, unless the hero had changed his entire look since that morning. The interloper was wearing a white costume with a black spider design spread across their chest, black fingers, and… a mask the Wizard recognized as a palette swapped version of a Batman villain's signature look.

"And who, pray tell, are you?" He asked.

"Just the guy who's gonna show your terrible trio to the door. Or, more likely, the hole you made in the wall." The masked hero replied. The voice was unsettling, two voices of distinctly different pitches saying the same words at once, the entire effect falling easily into the uncanny valley despite the casual tone and words. Whoever it was, it certainly wasn't Spider-Man.

Without warning, the hero dashed forward, kicking Thundra out the hole the three had made coming in. They spun around, shooting a strand of webbing to swing around to kick the Wizard. He dodged the highly telegraphed strike and Klaw took the opening, blasting the costumed hero across the room.

That's when their intended target showed up, slamming the man made of living sound into a pillar. "Aw, you got started without me? I mean, this party was in my honor, you'd think you could have waited." Spider-Man joked as he dodged one of Klaw's sonic strikes. "Team up with Doctor Bong lately, Klaw? That would explain the red in your eyes and the sharp drop in intelligence…"

Klaw hissed, blasting half of the pillar the hero was perched on to rubble. It missed, as the hero had launched himself clear of the blast mere moments before.

"Bad joke, I know." Spider-Man admitted as he bounced off Thundra's head, sending the villainess face first into a plate of stewed peas. "It's a high school, nothing but memes as far as the pepes can see."

The Wizard would have lent his teammates assistance if not for the other hero harrying his every step. It was a high speed stalemate that left nothing but broken tables and shattered gravity disks with every move. His supply of gravity disks was far from depletion, but the time it would take to deploy them could prove disastrous against this kind of opponent.

* * *

Otto Octavius watched the battle from the safety of his underwater base, wishing that he had more cameras to work with. The Wizard's annoying tendency to hide behind whatever objects were in his current range of control was making it difficult to get a consistent read on Spider-Man and this other hero, but what was visible was… intriguing.

There was little difference between the two heroes in terms of ability or powers, though the white garbed hero wasn't nearly as talkative as the arachnid, instead allowing their actions to speak for them. A small saving grace, considering the irritating audio distortion that accompanied their snippets of speech. Some device to obfuscate their voice? He would ask the Wizard later what he had heard.

What was there was a study in efficiency. Where Spider-Man would ignore whatever wasn't an immediate threat, often bouncing between targets as they crossed his radar, the other would ensure it was neutralized before moving on to the next. So far, they'd destroyed all of the Wizard's anti-gravity disks that had come within arm's reach, leaving the science-minded villain with less of a defense with every failed attack. That was a fact that the Wizard seemed to be intimately aware of, considering his growing hesitance to attack his opponent directly.

"Wizard." He said into the mic. "Perhaps you should exchange with your teammates before you get defeated by our anonymous upstart? I hate to think of the damage your sterling reputation would suffer should you lose to them." Octavius hated having to point out the obvious, especially to someone who honestly should know better by this point in their career, but desperate times called for extreme measures. The fact that his current… condition prevented his voice from properly conveying sarcasm… well, Whitman was a smart man, he'd understand perfectly.

He couldn't deny that this new figure made him curious. Spider-Man had been assumed to be a one-off, a completely unique individual with a particular power set unshared by any other superhero, yet, here was another, doing the exact same things, just… smarter. There was something to be said for that, Otto supposed. At least it was more entertaining than Spider-Man's juvenile attempts at humor, if somewhat inconvenient for Norman's plans, especially if those skills started rubbing off on Spider-Man.

The corner of Otto's mouth twitched towards a smile at the thought of Norman Osborn inconvenienced by something completely out of his power.

"Ah, well… show me your secrets, Spider-Man… along with those of your amazing friend."

* * *

Peter flipped away from another of Thundra's bone crushing haymakers, coming back to back with the other hero. He didn't know who this person was, but having someone watching his back was a nice change of pace, mystery man or not. Maybe Spider-Man Team-Up should be a thing.

"Tripping all over my trademarks?" He joked. "And here I thought I was established."

That got a small snort from the other spider-themed hero. "Maybe next time, you'll remember to put out the memo that you, Spider-Man, are the official owner of all things eight-legged and arachnid."

"Am I sensing a little hostility or just a deep need for some Listerine?" Peter asked flippantly before one of Klaw's sonic blasts separated the two again, sending Peter after the Wizard while the other dived after the master of sound and Thundra. "Guess I'm off to see the Wizard!" He called out as he started running up the flying lunch tables at the villain.

The villain dodged his tackle at the last second, floating around to face Spider-Man as he flew towards the ceiling. "Really? Was the joke necessary?" The Wizard asked.

"What can I say? The corny ones come cheap." Peter countered as he shot out a couple web lines past the Wizard, who smirked at the apparent fluke.

"You missed me, Spider-Man."

"Bit early to call it, don't cha think?"

With that, Peter gave an almighty pull, removing the floating lunch table from the Wizard's orbit and slamming it into the villain. Peter ducked to the side as they slammed into the wall behind him, the Wizard sticking in the brickwork for a second before crashing to the ground.

"I guess that's one way to make an impression." Peter said as he looked at the near perfect impact outline the villain had left in the wall. He turned back to the other fight. "Need a hand over there, Webby?"

A flying Thundra-bolt answered his question. Peter ducked under the super-strong amazon, letting her slam into the wall just below the Wizard's impact crater, leaving her own mark before landing on top of her battered leader while the white suited hero gave Peter what would have been a withering look sans mask. With it, the glaring red eyes just looked like a promise that the next villain thrown in Spider-Man's direction would be thrown with a lot harder and with much more precision.

"You call me that again," they hissed, "I will go fricking lethal protector on your skinny white-boy a-"

"Gotcha loud and clear, phantom stranger!" Peter interrupted cheerily, flashing an OK sign before dodging yet another of Klaw's sonic blasts. "And Klaw, don't you know noise pollution is a serious problem without you going all 'Klaw of the Wild' on us?"

"Cut it with the crappy puns, Spider-Man." The villain hissed, his robotic face betraying nothing of the frustration obvious in his voice.

The other hero didn't seem overly impressed either. "A 'Call of the Wild' reference? Appeal to obscurity much?"

"Jack London isn't obscure." Peter argued.

"This is an American High School; he might as well be."

The sound of a camera shutter derailed the argument. Klaw slowly swiveled his head to stare down one Mary Jane Watson. She looked up from her camera phone, eyes widening as she confirmed that, yes, the supervillain was now looking at her with a look best described as 'pure loathing'. He shot the phone out of her hand, shattering it to pieces before it even hit the floor.

Before he could get off another shot at the girl, Peter kicked Klaw away. The shot went wild as the villain spun, slamming into the increasingly shattered remains of the salad bar.

Any short term feeling of victory was cut short by Mary Jane calling out Harry's name. Peter spun, eyes widening in horror beneath his mask.

Klaw's wild shot hadn't hit some inanimate, replaceable object. It had struck Harry Osborn right in the chest, and now Peter's best friend was lying on the floor, unresponsive to the students pooling around him.

"Spider-Man." The white suited hero's tone was cold enough to shock Peter back to reality. "You handle the villains, I'll handle the First Aid." It wasn't an offer and it wasn't a question. Peter nodded, eyes narrowing as Thundra pulled herself and the Wizard out of their pile of rubble.

"I think I can handle that."

* * *

Ellen didn't know how the exactly symbiotes worked. The specifics of comics had never been written in stone, interpreted differently by each subsequent author. It just did and she'd gone with it, guiding the instincts the way she guided herself; this is what I have, this is what I want, how do it use the former to get the latter. She'd picked up the philosophy from a fanfiction that had turned a rather forgettable vampire romance novel into something smart and memorable, something that didn't really apply to her life, but the thing about philosophies was their flexibility.

She had a symbiote with the power to heal. A friend was injured and she wanted them not injured. The math was elementary.

"Give him some air." She commanded. The students parted like water around the white-suited superhero, watching as she knelt down by the downed Osborn.

She touched his neck and mentally reached out. Pulse was good, it was just his insides that were scrambled. Nothing major, no bleeding, just the trauma she expected from taking a sonic shot to the stomach. Now, to make use of a power Ellen figured the symbiote had.

'Heal', she thought, focusing the symbiote's powers. If it could pull Brock together after a round with the Punisher and flash cleanse a druggie in less than a minute, it could fix this. She ignored the escaping supervillains and the sound of approaching sirens. Those were immaterial.

After a few seconds, Ellen gave Harry another scan. Better, though the teen was still unconscious. He'd recover by the end of the day at the latest. She stood upright, ignoring the confused looks from both the students and the newly arrived Norman Osborn.

"He'll be fine." She said, not making eye contact with the business man as she slipped out of the hole and into some nearby shrubbery, willing the symbiote into the palm of her hand. Now, she just had a backpack to locate.

* * *

School, of course, was cancelled for the rest of the day. While some things, like a power outage or a severe storm, could be shrugged off and slugged through, a supervillain attack was not so easily dismissed, especially when the entire cafeteria was in ruins and a student was in the hospital.

Peter had followed Harry to the hospital, finally relaxing as the words 'just a little shaken up, he'll be fine by tomorrow' met his ears. This day, he decided, was likely one of his worst ever, and that included the time he got superglued to Ben Grimm's behind. The bad guys had gotten away, his secret identity was one step closer to be uncovered, and his best friend had been hospitalized because of him. Maybe Fury was right about him needing the training.

"Parker."

Peter turned to see one of Harry's other friends leaning against the wall just outside his room. An older girl, a junior and, if Peter remembered correctly, Harry's English tutor. Eleanor Blake, the one goth in Midtown to make the peroxide-white-with-the-visible-dark-roots look work. In the unflattering light of a hospital hallway, the cracks in her cool front were blatantly obvious as she tried to disappear into the seams of the wallpaper.

"Harry doing okay?" She finally asked.

"Yeah, he should be out by tomorrow."

She sighed. "Good." She ran a hand through her hair as she turned toward the exit.

"Not going to visit?"

"Can't stand hospitals." Peter could tell; Blake looked about ready to crawl out of her skin, a sharp contrast to her cool, removed confidence at school. "You can smell the people who are sick and dying."

Now that it had been brought up, Peter would swear he smelled something himself; a cloying sickly sweet scent that crept between the overriding smells of flowers and disinfectant for the express purpose of raising the hair on the back of his neck. He shook his head free of the idea. "Fair enough, but you could at least say hi, if you made it this far."

She made a noncommittal noise, but slid back to her former position near the door. Whether she'd go in or not, Peter didn't have the time to stay and see, but it was reassuring that at least one of Harry's other friends had shown up.

* * *

Parker had a point. That wasn't a common thought for Ellen Blake, given that her interactions with Parker were mostly limited to ignoring each other's respective orbits around Harry, but occasionally, this world's version of Peter Parker reminded her that he was made of the same cloth as the classic Spider-Man she admired.

She'd come this far, she was mere feet from the door to Harry's room, she was his friend, what was stopping her from checking on him?

The presence of Norman Osborn and a minor hospital phobia. Pathetic.

Ellen pushed the door open and her discomfort down. "Yo Harry."

Harry Osborn looked up from the stack of books that Peter had dropped off during his visit, his initial surprise quickly giving way to a grin. "Yo yourself, El."

Norman Osborn raised an eyebrow. "Friend of yours, Harry?" He asked, giving her a critical once over. Ellen ignored it and the cold shiver it sent running down her spine. Never trust Norman Osborn, two decades of Marvel comic readership whispered, especially when he looks perfectly harmless.

"Yeah." He said, smiling. "Dad, allow me to introduce Eleanor Blake, my English tutor, voice of reason, and possible contender for second best friend position."

"'Second best'?" Ellen repeated, sliding into a visitor's chair. "I'm wounded." Her eyes flicked over to the disconnected monitoring equipment. "Cleared to go already?"

"Nah, they want me to stay overnight for 'observation'." Harry said, making the appropriate quote marks with his fingers. "Apparently weird things happen around super fights and they want to make sure I don't turn green or anything."

She smirked at that. "Well, I can see why they'd want to do that; green is definitely not your color." It better not ever be. "Though, I must say, the idea of Hulkamania running rampant over Flash Thompson has its appeal."

That got a chuckle out of the redhead. "Sorry to disappoint, but I still remain amongst the ranks of ye mortals."

"Well, at least you picked up something from Shakespeare, if only an passing understanding of Elizabethan English." Ellen said, relaxing a little. "Let's just make a point to avoid these kind of events in the future, yes?"

"Well, my dad seems to think that Spider-Man goes to Midtown." Harry said.

"Would you know anything about that, Eleanor?" Norman asked.

More than you know, Ellen thought to herself. "If you're asking about speculation, I think Spider-Man's quipping ability disqualifies most of the athletic types." She said aloud, "They haven't got enough brain cells between the lot of them to come up with a decent come-on, let alone a constant stream of quippage. And please, Mr. Osborn, it's Ellen. Eleanor is reserved for my parents, teachers, and arch-nemeses." Let's see where you land.

Norman smirked at that. "I shall make an effort to avoid becoming the latter then." He said. Something buzzed in his pocket and he pulled a cellphone free. "Ah… business calls, I'm afraid. I'll be back later, Harry. A pleasure to meet you… Ellen." Norman said, excusing himself from the room.

"First Peter, then you… what's with my friends and getting my dad to crack a smile?" Harry asked as soon as the door closed. "I swear, he's smiled more around you two in the last year than he has my entire life."

"That's depressing." Ellen said.

"Peter claimed it was a 'gift'." Harry said, flashing the quote mark fingers again.

"Well, when he goes fifteen years without getting complimented once by a parental figure, then he'll have room to talk."

Harry chuckled. "Yeah."

The rest of the visit passed in amicable silence.

* * *

 **Okay, how shall I number the sins of this fic? Oh right.**

 **First sin – how dare a female OC be a major – nay, the main character? A female OC from our world, who sees the world of Marvel as we do – a work of fiction, that comes with handy dandy guides?**

 **Second sin – how dare ye cross the streams of canon, ye newblood, placing 616 line symbiotes in a universe based of the 1610 line?**

 **Third sin – how dare ye rewrite the children's cartoon, upping the adult themes, altering the humor, and taking cheap shots at beloved characters?**

 **Okay, it's not the greatest thing ever brought from my (figurative) pen, but I am going into this with a fair grasp of the canon (the two first seasons of the show on my hard drive) and (important) things that will make this story a bit better than your average retread. Plus, who holds Doctor Bong beloved other than as an excuse for weed jokes? I mean, really. DOCTOR BONG.**

 **The OC is not over aware of the Ultimate Comics, much less the Ultimate Spider-Man cartoon (like it doesn't even exist for her, not all of us can afford satellite with DisneyXD in the channel package) but also because, honestly? It has maybe three or four holdovers from the 1610 line, and thankfully, that's it. The Ultimate line is depressing). She's got a fair grasps of the main universe though, and that's enough to have a leg up in the situation (and enough to cause a fair few misunderstandings).**

 **Two symbiotes you might ask? Well, okay, it'll come together after a while, but it's not like she can fusion dance them. Ever. Hard and fast rule there. Mutually exclusive beings, remember? Anti-Venom destroys / destabilizes other symbiotes and unnaturally gained powers (radiation based, drug based, basically, if healing you 'fixes' it, Anti-Venom has your number), while Toxin is the strongest symbiote, with the mind-altering effects (look, I'm not having the cannibalistic alien suit with the personality of the worst demonic sugar-high six year-old ever running rampant over this story) to match.**

 **And rewrites of the show? Okay, that's kind of a fair accusation at this point, but I've got plans for independent 'episodes' of sorts, along with variations of the canon established by the cartoon (what little canon they have), because, honestly? I think that Ultimate Spider-Man has a lot of unrealized potential that will continue to be unrealized because the people in charge are utterly dedicated to the idea that kids shows need to be dumbed down, plus some characters are just dumb bunnies (NOVA, YOU SPACE NUT). Plus, I got so many Marvel things, I can go all kinds of places.**

 **Look, I can respect a desire not to go over the kids' heads all the time, but kids aren't stupid. I was up to the fourth Harry Potter book, reading on my own, by second grade, and the only thing that stopped me from going forward from there was the fact that book five wasn't out at the time (just revealed myself to be a regular dinosaur, eh?). Plus, the sheer marketing that they're going on about in the show… let's just say that I can pick and choose my hang-ups with Ultimate Spider-Man, okay? There's enough of them to go around.**

 **Finally, on a more personal note, yes, I'm moving over to AO3. Not because I don't like it here on FF, but because AO3 will let me post art in the stories and that's hella cool to me. I'll still update the stories here for a while, but activity (such as it was) will be reduced.**


	2. Between The Flashes (Responsibility)

The night was the kind that inspired all but the maddest or most determined to remain indoors. Rain poured from the sky in sheets, rendering even a quick excursion outside a study in sopping wet misery. So, naturally, Ellen Blake was outside. The Anti-Venom symbiote was hardy protection against the elements, but that only served to dull the cold rather than eliminate it altogether. It did nothing to alleviate the instinctive fear of lightning that blazed back into being with every flash.

She closed her eyes, forcing the view of the street beneath out of her mind, and then kicked off the building she was on, flinging herself into the storm.

Most nights, Ellen wouldn't have done this. She'd be curled up in her sleeping bag, getting as many Zs in as she could before enduring the next day of school, only webslinging as last resort when neither sleep or other distraction were close at hand. The more often Anti-Venom was out, the higher the chance of enemies appearing and weaseling out her weaknesses.

That knowledge did nothing to alleviate the urge to get out and fly, even in the face of nature at its rawest. Stress did nothing to curb that desire, only serving as gasoline to its smoldering fire. She'd only been out six times, each time reinforcing how great it felt to be a superhero. Tonight would make the seventh.

So, once more, she was out and airborne among the elements, red eyes scanning the streets for anything remotely resembling trouble. And there it was, in the form of a rain drenched redhead running from some cackling thugs. Familiarity tickled at the back of her head, like an iconic scene from a movie not seen in years.

Ellen descended like silent death, not noticing as her suit's coloring mottled and shifted to blend with the acid-rain stained brick work behind her. Her focus was on the redhead, who was picking the path to a dead end. Easy enough to stumble into, between the rain and the desire to 'be anywhere but here', but damn if it wasn't cliché.

As she drew closer, the shouting became more distinct, morphing from vague raucous noises to catcalls and jeers. The intent of the gang was clear, even without the way they tore away her raincoat. The girl whirled around…

Of course it would be Mary Jane Watson. MJ had a talent for sniffing out trouble and a tendency to attract it when she wasn't actively after it. A common symptom of close association with Peter Parker, it seemed. But Peter Parker wasn't here.

Ellen Blake would have to do.

* * *

Mary Jane often wondered if the words 'Looking For Trouble' had been stamped on her forehead sometime last fall. In the last year, she'd been present at more accidents, supervillain fights, and natural disasters than in the rest of her previous light, and now she was being chased through the tangled back alleys of one of the worse parts of town.

If she was lucky, Spider-Man or some other street level hero would save her in the nick of time. If not, Mary Jane Watson was mere minutes away from becoming a statistic.

The dead end was a certainty, but MJ still cursed when she ran into it. Cornered. Great. The men who'd chased her to this desolate spot jeered at her from the only exit like a pack of hyenas cornering defenseless prey. One even barked at her, while the others whistled and blew raspberries.

In any other situation it would be annoying, another point of irritation with the athletic types at school, but here, in the dark and driving rain, it was a terrifying sample of what might come next. Men were the worst of animals in the end.

Lightning flashed and something moved, a flash of white in the dark, red eyes glowing in the dark like furious flames. The white streak flowed, materializing into humanoid shape with each punch, kick, and backflip it delivered to the gang, dancing around the men like a gymnast on their chosen equipment; untouchable in their element. MJ winced as two of the men were thrown bodily through windows on either side of her, glass tinkling like wind chimes around the heavy sound of deadweight hitting hardwood. They would not be coming back for seconds.

The last found himself lifted into the air by his neck, looking down into painfully red eyes that burned with barely restrained fury. "Don't come back." The white-suited hero hissed, their voice barely human to Mary Jane's ears. The superhero dropped him, watching as the man stumbled and then ran towards freedom. They glanced in MJ's direction for a scant second before darting into a tiny alcove.

Against all reason, she followed, blinking in surprise as a whole lot of nothing met her eyes. Right, wall-crawling, she remembered. Disappearing acts were standard superhero fare after all, she thought as she turned around to face those red eyes again. Her upside-down rescuer hung by a silvery white thread, not noticing or caring that they were between MJ and her escape.

Mary Jane, to her later embarrassment, squealed.

* * *

"I come in peace, Mary Jane Watson." Ellen said. Lightning flashed, making the Anti-Venom suit glow in the dark for a second. Hopefully the inherent ominous of the whole situation wouldn't make her faint. Ellen had never understood that whole thing.

"Who are you?"

The opportunity was too good for Ellen to resist. "Who? Who is but the form following the function of what, and what I am is a man in a mask."

MJ snorted. "I can see that." The redhead said, finally relaxing a bit.

"Of course you can." Ellen purred. "I'm not questioning your powers of observation, I'm merely remarking upon the paradox of asking a masked man who he is."

"Fair enough – that's from a movie, right?" She asked.

V for Vendetta wasn't the kind of fare Ellen expected from Mary Jane Watson. "How'd you guess?" She asked.

"You slipped into an accent." MJ pointed out.

Ellen sighed. "It just doesn't do it justice not to preform it as experienced, but do avoid prying about secret identities in the future. People do keep them for good reasons and secrets have a way of becoming not-secrets if you aren't careful."

"Well, you're the superhero." Mary Jane said. "First you save everyone at school, now you're here, saving my life. Seems I have a superhero stalker." She said teasingly.

"I was in the neighborhood…" Ellen said.

"So what is your name, my mysterious rescuer?" Mary Jane asked, her reporter side sliding to the forefront.

"Call me… Anti-Venom." It is hard to break with the classics, after all, and tradition had its own value.

"Is there a Venom to your Anti-Venom?" She asked, leaning forward so that she was almost nose to nose with Ellen.

"What is this, an interview? Wait, it probably is now. Ugh." Ellen said. "There are some questions that it's safer you don't ask. Venom is one of them."

"A good reporter focuses on the truth over personal safety or benefit." Mary Jane said proudly.

That brought a smirk to Ellen's face, though MJ wouldn't see it. "Regular Jigsaw, aren't you?"

"Jigsaw? Who's Jigsaw?"

"You get that job at the Daily Bugle, ask around. Your answer, should you get it, will be highly alliterative." With that, Ellen shot out web line and ascended back into the storm, leaving Mary Jane Watson to continue her way home unobstructed.

* * *

Nick Fury didn't much care for mysteries, yet there was one on the screen in front of him. The white suited superhero, the video paused to display the huge spider-logo, the hero wearing it frozen between swings. Footage of the mysterious figure was scarce and scattered, but S.H.I.E.L.D. had eyes everywhere.

There wasn't much to see, only scraps of fights and snippets of flights, but there was enough for Fury to know exactly who he needed to question.

"Do you know who this is?"

Spider-Man scratched his head, the big white eyes of his mask giving nothing away. "Kinda would defeat the purpose of the mask." He finally said. His tone was evasive and his reply wasn't a 'no', so… a lie.

"I don't like unknown variables, Spider-Man. I like wildcards even less." Fury said. "You know who this is." It wasn't a question.

Spider-Man sighed. "Alright, I met the guy, once. When Midtown was attacked." He shrugged. "He showed up before I did, we did our little team-up, kicked some bad guy butt, he might have saved my best friend's life… Other than that, I don't really know. It's not like we had time for formal introductions."

"You have any idea why this white suit Spider-Man has the same powers as you?" Fury asked.

"A whole nest of spiders got irradiated and bit enough people to make a Spider-Rainbow?" He held up his hands in surrender under Fury's scathing look. "Joking, joking… Yeah, I got nothing. Unless there was another person who got bit by the spider, I wouldn't even know where to start. Maybe he's a mutant, maybe it's me from a mirror universe, maybe it's Maybelline."

Fury quirked an eyebrow. The teenage superhero shrugged.

"I know as much as you do… well, you're the spy, you probably know their shoe size at this point."

"Size seven, but that doesn't tell me anything about his motivations or ability." He folded his hands. "Tell me about the fight. The Frightful Four, right?"

"Right." Peter leaned back against a wall. "Let's recap… the terrible trio kicked in a wall, demanded that I give myself up, and were maybe five, ten seconds from declaring open season on the student body when he shows up, throws out a diss and kicks Thundra out of the building. Literally."

Fury let the scene sketch in his mind. Super-strength was confirmed, though evidence would firm out the exact levels once there was more of it.

"He swung around for a kick at the Wizard, he dodged, and mystery flavor Spidey got sonic'd across the room by Klaw. By then, I'm suited up, so I kick Klaw into a pillar, quip, and play with him for a while. Thundra comes back and I play ping pong for a bit. While I'm playing with those two, the other guy is fighting the Wizard. Broke half the tables in the lunch room, I think, but he didn't get hit after Klaw so I guess whatever his plan was, it worked."

Evidence gathered after the fight had pointed to someone deliberately aiming for the Wizard's anti-gravity disks. So some level of skill matched with speed, durability, and reflexes, with some possible ability to plan for different situations.

"After a bit, Wizard and co decided to switch up the playing field, so we had maybe a ten second back to back moment. We bantered, I got to fight the Wizard for a bit, the other guy threw Thundra at me when I called him my sidekick, we double teamed Klaw, and then we split up again. I got to handle the villains for a bit while the other guy handled First Aid on Harry Osborn."

Fury checked some hospital files. "Looks like he did a decent job of it, seeing as Osborn's getting out of the hospital this afternoon." He noted. So, a bit of practical know-how on top of the near perfect mimic of Spider-Man's combat profile. Interesting.

Peter shifted awkwardly. "Yeah, they kept him overnight for observation." He said quietly. "Thank god he wasn't really hurt."

"That's why training is important, so you can end these situations before collateral damage can occur." Fury said, clearing his screen of the other spider. "Now, you're free to go for the day, but you better show up Saturday ready for some serious work."

Spider-Man snapped off a loose salute as he shouldered his backpack. By Fury's clock, the kid had maybe twenty minutes to make it to school if he wanted to be on time. It would be interesting seeing how close he'd cut it. "I'll be here." The teen called back before the door hissed shut behind him.

* * *

Peter slid to his locker, grabbing the handle to halt his movement. He twisted his combination in, popping the door open effortlessly. Trading the backpack with his costume for the textbooks for the first half of the day, Peter slammed the locker shut…

"Smile, Spider-Man!"

And was blinded by a camera flash.

Peter slipped in panic, slamming face first into the floor.

"Oh, my god, Peter, I am so sorry!" Mary Jane said, kneeling down to his level. She still held her camera in her hand, an older model that Peter didn't recognize.

"Huh? I'm- I'm not… How did-?" He babbled from his splayed-out position on the linoleum.

"I was practicing for when I get to interview Spider-Man, but maybe I should announce myself before scarring him for life." She said.

A little too late for that, MJ, Peter thought as he pulled himself off the floor. "You're thinking that he goes here too?" He asked.

"Well, yeah. Spider-Man's been seen around Midtown like half a million times." She said, gesturing vaguely at the ceiling. "Even the villains are catching on and villains almost never catch on."

Food for thought, Peter supposed. "Gonna ask him his secret identity?" Peter asked.

MJ shrugged. "I don't know. Sometimes secrets are a secret for a reason." She grinned. "Doesn't mean I can't interview him about everything else."

* * *

How Ellen Blake had ended up eating lunch with Peter Parker and Mary Jane Watson wasn't exactly clear. She normally lurked over at a corner table with the other misanthropes, eating their lunches in a relatively amicable silence. Yet today, she'd been intercepted by Parker between there and the salad bar and hauled over to his table, where one Mary Jane sat grinning at Ellen's blank expression.

The table had since dropped into the two attempting to draw their new tablemate into a conversation and Ellen rebuffing those attempts with vague 'hmm's and 'eh's.

"So I met that new hero last night." Mary Jane said conversationally.

Parker blinked. "What, wait… who?"

Ellen studied the fruit floating in today's gelatin. Were those mandarin slices or very small chunks of peach?

MJ grinned. "The white suited Spider-Man that helped save the school yesterday."

"Ah, him. So how'd that happen? I doubt a guy like that just decided to drop in for a chat."

Ellen surreptitiously looked down at her chest. She wasn't flat enough to be mistaken for a man, was she?

Mary Jane shrugged. "Well, I was out in town, looking for a new camera… which I got, by the way, and I… got mugged by a gang." She was murmuring by the end, sounding somewhat embarrassed by the confession.

"Are you alright?" Ellen asked, though internally a question boiled. The gang hadn't been out for money last night. That had been perfectly clear. What was the point of this minor deception?

She smiled. "Yeah, I'm fine. Got rescued by a hero in the rain, had a little chat, very romantic."

"Upside down kisses?" Peter asked, a puckish grin on his face.

"Heh, no. Asked a few questions, got a name to go with the mask, and what I suspect is a lead in to a very interesting story."

Ellen leaned in. "What 'his' name then?"

Mary Jane waggled a finger. "Ah-ah. I'm saving the reveal for when I do a proper interview with him. Gotta have a good lead in, let the guy build up a little reputation, and then the reveal!"

"Guess you're his biggest fan."

Another shrug from Mary Jane Watson. "Well, he's way more serious than Spider-Man, but he's alright. Little creepy, but it was in the middle of a storm, so..."

"You were out in that?" Peter asked, concern flashing across his face again. "You must have really wanted that camera."

Mary Jane grinned, lifting her camera to take a picture of the two of them. "Well, you can't just use a camera phone for a serious news story." She explained to her dazzled tablemates. "The photo quality on those isn't nearly good enough for print, ergo, something with a bit more focus."

"And a lot more flash." Ellen muttered, rubbing at her eyes.

* * *

There was nothing wrong with a good upgrade, Peter Parker figured, so long as you knew how to use it. He'd made that mistake with the webshooter Fury had given him. That could be explained away as inexperience with the controls. Once was acceptable.

Twice was not. Especially when it was something a lot bigger than a webshooter.

Like a hi-tech, custom-designed motorcycle.

"What's wrong kid?" Fury called over the radio. "You act like you've never driven before."

"I don't even have a learner's permit!"

"You what?" Shock was not an expression that Peter would ever expect to see from a superspy, let alone Nick Fury.

Peter shrugged, managing to ignore the sheer craziness of the whole situation for a moment. "It's New York; who needs a car?"

There wasn't really a reply to that, so the commlink turned off, leaving Peter Parker, the amazing Spider-Man, to his first crash course in not crashing a motorcycle into people and/or cars. He swerved around a semi-truck, the wheels of the spider-cycle shifting to launch him over the top of the school bus hiding behind it.

Peter had figured that his first driving experience would be a sedate, calm circling of the school parking lot, not blazing around the congested arteries of New York at close to eighty miles an hour, narrowly avoiding accidents as he desperately tried to locate the brakes.

The cycle did a loop around the inside of a tunnel, the entire effect proving to be the most impractical U-turn in history, driving Spider-Man towards a construction zone. He and the cycle dropped for the second time that day…

Someone grabbed him, lifting him off the bike, while two others, a well-muscled black man and a tall woman in white, ran after the runaway bike. The man effortlessly picked up a semi in its path while the woman took control of the bike, bringing it to a smooth stop in front of a slim boy in green.

Peter looked up at his rescuer. This one was wearing black and gold armor, with a strange red star on the forehead of his golden helmet, but, slightly more importantly, he was flying, surrounded by a strange starry glow.

"Let me guess," Peter said as soon as his feet met the ground, "Junior Heroes for Hire?"

"That's not a bad name." The black man said.

"I could work with it." The boy in green agreed.

"We. Are. Not. Mercenaries." The girl said, shooting a glare at the others before turning the golden eyes of her mask on Peter. "We're with S.H.I.E.L.D."

"Ah, great." Peter said. "Let me guess, I'm going to be working with you guys, right? Even though I told Fury that Spider-Man is a solo show?"

"Yep." Spaceboy said, folding his arms over his chest. "And I'm the leader of this team. You-"

"You're not the leader, Nova." The other three said in synchro.

"Am I late or is this little soiree just heating up?" A voice cut in from above.

* * *

Ellen descended, scanning the scene with barely veiled curiosity. Spider-Man in a quiet kind of standoff with an assortment of other superheroes. Iron Fist, Luke Cage, and Nova, she knew, even if she wasn't overly familiar with them. The tiger girl was a mystery though. They were, somehow, a team, all of them sliding into fighting stances at her approach.

"There's no need to get all heated. I was just checking on Spider-Man." She turned to look at him. "Now, I'll be the first to admit that I'm not overly familiar with motorcycles, but did you try twisting the handles to adjust the speed?" She mimed the action.

"Really?" Spider-Man asked.

"Man, you really are clueless." The Nova muttered.

The tiger girl pointed a claw at Ellen. "The real question is – who the hell are you?"

Ellen lifted a finger to her lips. "Spoilers, kitten. You wouldn't want to ruin the surprise." She could swear that she heard a nerve snap, but she looked at the others. "The Immortal Iron Fist, what an honor to have the champion of K'un-Lun in our fair city." She gave a small bow which Danny Rand –it had to be Danny Rand, there was only one other Iron Fist and Orson Randall had never been 'young' – returned.

"Namaste." He murmured.

She turned to the muscular black man to his right and balanced her chin on her hand. "Let me guess. Powerhouse?"

"Power Man." Luke Cage corrected, flexing as he did so.

"Nice." Ellen said. "And then we got a space cop."

Peter snorted. "Buckethead's a space cop? What is he, part of the washout brigade?"

"It's Nova, creep."

Peter nodded. "Nova Creep. Catchy. Suits you."

"And what's kitten's hero handle?" Ellen purred. "White Pantera? La Tigresa? Puma Loco?" Pushing buttons was the worst kind of pastime, but hell if it wasn't fun.

Kitten popped her claws. "It's. White. Tiger."

"I kinda guessed. Do I get the point?"

Spider-Man mulled it over. "I'll allow it." He finally said. "Anyway, this is fun and all, but I really must get back to HQ, seeing as I work for S.H.I.E.L.D." He declared proudly.

Wait, what.

"Now, ain't that a coincidence." Luke said.

"Cause so do we!" Nova finished.

Ellen blinked. S.H.I.E.L.D.? What? "What the fuck." She finally said.

"Language." Nick Fury said as he strode out of the shadows. He looked like Samuel L. Jackson, complete with the air of an utter badass draped over his shoulders like the coolest of coats. Ellen's brain scratched for a second, before settling on the only really appropriate response.

"I do not need to hear that from you." She said.

* * *

 **Alright, that's that. Abrupt ending? Yeah. I just couldn't figure out how to end it, but the next chapter will probably pick up on some stuff after I get some serious sleep action in.**

 **I'm tapped out for the evening, so I'll just post what I have and leave all you guys to tear any problems to pieces that you'll leave on the porch for me to find in the morning.**


	3. Poison Rationality (Venom Part 1)

Ellen Blake shifted, sliding into the shadows of a far corner. She analyzed the crowded scene, her only point of escape on the far side of the room. Between her and it, two dozen unfriendlies, all of which needed to be avoided. If only she could get across without detection…  
"Hey, Ellen!" Too late. Mary Jane was already there, clamped onto Ellen's arm like a vice. She would likely not be letting go of the limb until the bell released the barely contained class.

"MJ." Ellen said flatly.

The redhead had jumped into their 'friendship' without forethought or regret as soon as it was decided that Ellen Blake was part of the Parker-Watson-Osborn social clique. Suddenly, it was if they were joined at the hip whenever class didn't inflict a not-so-unwelcome separation. This was not Ellen's preferred mode of 'friendship'.

A quiet conversation built on mutual respect and unspoken understanding into something a bit more relaxed and casual? That was ideal, and exactly why Ellen liked Harry Osborn. He respected her boundaries and dedication to his education – even if the work itself bored him – and she appreciated his dry humor and loyalty. It wasn't forced, it wasn't rushed, and so it worked.

MJ's method of friendship, on the other hand, seemed to be identical to her preferred style of reporting; seizing onto a scrap of an idea and clinging to it until it either disintegrated or surrendered to a proper lead. While that might have somehow worked with Parker and Harry – childhood friendships were always a mystery to Ellen –, that was not something that Ellen enjoyed herself.

Any attempts to make that sentiment clear, however, seemed to fall on deaf ears.

"Girl to girl, I need a sounding board on some shopping choices." The redhead said, tapping the screen of her smart phone. "I have the pictures right here."

Ellen gestured at herself. "Do I look like I'm in the same fashion bracket as you, Watson?" Her second-hand olive green parka was poor comparison to MJ's tailored black leather jacket and the rest of their outfits were even more dissimilar. The idea of Mary Jane Watson in combat boots was just as absurd as that of Ellen Blake in flats and Ellen was certain that MJ knew that.

"It's called 'I only have so much room in my closet and so much money in the bank and I can't depend on Peter or Harry to have the eye for this kind of thing'." MJ flipped through two different pairs of tights, one in a multi-colored galaxy print while the other was a black and white zig-zag pattern. "So which do you think is better?"

"So the girl who comes to school wearing death metal t-shirts is a better choice." Ellen muttered, giving the options of cursory glance before pointing at the post-modern zebra set.

Mary Jane smirked. "You have a concept of colors outside off-white and off-black, unlike those two." She turned her phone around again, this time displaying a simple black cocktail dress and a lily-patterned red qipao.

Ellen could think of one spandex number in Peter's backpack that disagreed with that statement. "The red one." She said.

"See? You've got a sense of taste. Not everything you've picked out has been black." Well, that was something, wasn't it.

The bell rang, freeing the students to go about their afterschool activities and Ellen from the horror of being a shopping sidekick.

* * *

Peter ground his teeth as his 'team' crowded his table. The four superpowered teens had moved into his school, his space and taken over his 'me-time' without so much as asking or even sending in a courtesy 'heads up' note, and then had started acting like it was his fault, his idea, and that he should be thanking them for putting up with him in the first place.

Oh, and also the fact that it was _somehow_ wrong for him to feel otherwise, couldn't forget that.

"Look, _guys_. I made a pretty clear deal with Fury that what I do out of costume is 'me-time'. You guys driving me insane and pulling me into 'teamwork exercises'," Peter made finger quotes around the words, "that seem to have more in common with various hazing practices than actual teamwork exercises… seems like a pretty clear violation of that agreement." Actually, it seemed like a complete fucking over of the deal, but he wasn't going to get in trouble over swearing in school. Teachers had an uncanny ability to detect foul language and it was not worth losing his secret identity over. "I know you guys don't like me, and believe me, the feeling is mutual. Except for Luke and Danny. You two are cool, even if I can't understand what Danny's talking about half the time because I didn't study high metaphor in English."

Luke smirked while Ava and Sam scowled.

"And yeah, I do have a right to a life outside of you guys. Like my aunt and my friends. You know, like the one you made me blow off for another round of 'practice' tonight." Peter finished, settling into his chair. "If you had any concept of friendship, you'd know that one night of training isn't worth screwing over my best friend."

"Yeah, but you have a job now!" Sam declared, ignoring the fact that Harry Osborn was walking right behind him. "So you don't have to kiss up to moneybags anymore."

Harry tensed, teeth audibly grinding, and he shoved his way past Peter as he attempted to explain that it was Sam who was stupid and loud and did he mention stupid already?

"That was unnecessary, Alexander." Danny said coolly as Peter rushed after his friend.

"What? Aren't you monk types supposed to be all about the 'abandonment of worldly things'?" Sam said, not making eye contact as he sucked on his milk.

"A defender cannot separate himself from that he wishes to protect." The blonde said, rising smoothly from his seat. "And why are you talking to me? Follow your own advice, Samuel Alexander, and stop 'kissing up' to 'moneybags'." Danny Rand turned on his heel and followed Harry Osborn from the cafeteria.

The remaining members of the team glared at Sam.

"What?" He said defensively. "Am I suddenly not allowed to have an opinion? And when did Rand suddenly have money?"

Ava shook her head. "I'm starting to wonder if our teamwork problems are really Parker's fault." She muttered to Luke, who gave her a look that plainly said 'and you're now just picking up on that?'.

"I heard that!"

* * *

Very few good ideas came from a desire for vengeance, especially the desire for petty revenge.

Harry Osborn was not aware of that axiom.

"You want to throw… a party?" Ellen repeated, turning the already horrible-sounding idea over in her mind.

She was in the Osborn penthouse, shuffled into the corner of the sofa. Harry was in the middle, sullenly watching a newscast about Spider-Man's morning misadventure in the subway. Ellen had given that report only the most cursory glance, paying more attention to the octopod robot than to Jameson's usual diatribe against vigilantes. The name 'Otto Octavius' hadn't come up even once and neither had the scientist's most common alias, so did that mean that Doctor Octopus simply hadn't yet stepped into the supervillain limelight or just didn't exist at the moment?

She shoved the question out of her mind as she turned back to the conversation at hand.  
Harry leaned back into the backrest. "Thought you'd be more excited. You don't like Pete that much, why not be all for the 'Pete's Not My Friend Anymore' party."

She'd be more excited for her own funeral. "I came here to watch movies and eat pizza, not attend… whatever the hell kind of party you have planned. What kind of nightmare am I signing up for again?"

Harry shrugged. "You know, the usual; invite everyone except the usual suspects, get about twenty pizzas, confirm that I am, indeed, awesome, regardless of what Peter thinks." Well, at least pizza was still on the menu, along with a side dish of petty revenge.

"Have you ever seen a teen movie? Those kinds of parties never go well."  
"How would it not go well?" Harry asked. "I've got plenty of money, some prime real estate, and, oh right, I'm the most popular guy at school."

"Despite having all of three friends." Ellen deadpanned.

He gave her a look best described as 'are you serious?' "Alright, give me a good reason why I shouldn't have this party." He said.

"Let's see… considering that this is New York… Supervillain attack. Someone ODs in the bathroom. Someone clogs the toilet. Monster clogs the toilet. Entire place gets wrecked, just as your dad comes in the door."

"Okay, that last one actually sounded realistic."

"Party get shanghaied by douchebags." By now, Ellen was counting off the potential bad endings off on her fingers. "People you didn't invite show up and ruin everything. Bullied student shows up, gets abused worse than usual, and then reveals superpowers before going on a murder spree. Any of the above at the same time, or worse, everything all at once."

A moment of silenced passed.

"You've never been to a real party, have you?" Harry asked. "And Carrie went down at prom, not a house party."  
She shrugged. "I've watched a lot of movies. Why are you asking me again?"

Harry shrugged. "I need an honest opinion and you're my friend. One that's not with me for the money."

"That's just a perk." Ellen deadpanned.

That got a small smirk. "I'm serious. You don't kiss up, you don't beg, and you are one of three people who bothered to show up when those supervillains stuck me in the hospital."

She shrugged noncommittally. "I don't have a lot of 'friends'. I'd rather not lose any over something silly like supervillains, big mouth morons, or regrettable taste in music."  
"You know, I can tell there's a story behind the last thing."

Another shrug. The entire conversation seemed to be turning into a shrugging contest. "Hannah liked country music. I didn't. Things escalated from there, we had an argument, and I never spoke to her again. I was thirteen, bad age for snap decisions." Ellen regretted it now, but the other girl had moved soon after their blow up, and the whole debacle more than fifteen years in her personal past, not to mention in a completely separate reality.

"Wow." Harry said before shaking his head. "Okay, I know that me and Pete's blow up isn't… permanent, but I need to blow off some serious steam before I even consider making up with him. This party is the way to do it and I am positive that nothing horrible is going to happen."

Way to tempt fate, Harry Osborn. "Keep telling yourself that." Ellen muttered.  
"You can stay and keep an eye on it…" Harry said, his tone cheerfully cajoling. "And I have a fine selection of supersoakers you can torment people with."  
Tempting, and she'd at least be there when trouble inevitably arrived. "Ah, to willingly immerse myself in the masses I so despise at all other times… Be glad I like you, Harry." Ellen said, touching him on the shoulder. "Make sure to get at least one pizza with extra cheese."

"Done." He pulled out his cell phone and, as Ellen accessed the Supersoaker armory, she heard him say. "What do you mean 'Harry who?' It's Harry Osborn…"

* * *

Peter had expected a bit of coldness from Harry, because having four people that he felt fairly neutral to, outside of Nova, who was a rather polarizing personality both in and out of costume, would be something of a mood killer even on a good day. Honestly, Peter wouldn't have brought them if Mary Jane hadn't suggested it.

He expected there to be resistance to having new people added to the party previously built for three… well, four now that Ellen Blake had 'officially' joined their group. He hadn't expected there to already be a party in full swing at the Osborn penthouse.

It was as if the entire school had packed themselves into Harry's place and brought some more friends besides. There was music, there was dancing, there was a guy wearing nothing but pair of bi-colored boxers and a costume lion's head. If there had been a chandelier in the Osborn penthouse, Peter would have fully expected someone to be swinging on it. At least three togas were in residence and…

"Is that Tony Stark passed out on the couch?" Luke asked, pointing at the piece of furniture and its occupant in question.

"I thought the tales of his wandering from house party to house party were myth." Danny said, leaning down to get a better look at the prone form of the world's most famous billionaire playboy philanthropist.

One brown eye lazily peaked open to look up at the group. "Technically, I'm not passed out; I just kind of wish I was. Just call it a _rough week_ , okay?" Tony Stark said without the slightest slur to his words. "Secondly, Bill Murray does it all the time and I've got to say, it's kinda fun, corrupting the youth in a wholesome-ish way. Okay, I think I can feel the passing out thing coming on right about-"

Ava's lip curled in disgust as the man behind Iron Man started drooling into the cushions of the couch. "And there he goes. God, he smells like a minibar."

"Well, of all the ways to meet a personal hero, I'd say this has got to be the most underwhelming I've ever experienced." Peter said.

"Wow." Sam said, rolling his eyes. "Can you fanboy somewhere else, Captain Ultra-Nerd? I see a bowl of chips over there with my name on it." He made a beeline for the snack table.

"Can you not eat everything for once in your life, Sam?" Ava called after him.

"I don't think he's physically capable of self-control." Luke noted as the dark hair boy demolished a whole bowl of Doritos in one go. "I mean, just look at him. Double-dipping. Fricking nasty."

"Dude, there are no adults here to be offended if you swear."

Luke pointed a thumb towards the couch, where Tony Stark was now quietly snoring.

Ava conceded the point. "Okay, no adults here _in any state_ to be offended if you swear. What, do you live with your grandmother?"

The hugely muscled boy looked around the room awkwardly before adopting a conspiratorial tone. "…Look, she has a very strict policy about potty mouth and I am not going to give Fury footage of my grandmother kicking my hind end from Harlem to Hell's Kitchen."

Ellen Blake stalked by, the huge neon yellow water rifle in her hands looking horribly out of place against the muted colors of her outfit. "Sounds like my kind of lady." She said before squeezing a shot off at a kid who was starting to strip. "Keep your pants on, Skippy! This ain't _that_ kind of party!"

Peter raised an eyebrow. "Party police?" He asked.

"You know it." She gave the rest of his group a glance. "Harry's not exactly happy with you right now, Parker, but for once, you don't actually deserve it."

"Gee, thanks." He deadpanned. "That really makes me feel good about myself."  
"Well, you might not deserve it, but it certainly makes me feel better." Harry said as he walked up, a glass of punch in his hand. He waved around the room with his free hand. "Just look at all the people who actually want to spend time with me."

"You mean all the people who want to spend time in a penthouse, partying, with free food and drink." Ellen said dryly.

"You aren't helping me right now, El." Harry growled.

Peter lifted up his hands in surrender. "Harry. I just want you to meet some of my new friends in a way that doesn't start an immediate fight."  
"Like that 'Alexander' guy?"

"…He's the friend that nobody likes." Peter decided.

The others snuck looks at the snack bar, where Sam Alexander was proving that, yes, it counted as double-dipping if one dipped a chip into two different dips, and looked back. Their expressions spoke of a weary agreement with the sentiment.

"Yeah, I don't know why he hangs out with us." Peter actually did, but that was secret superhero stuff. Definitely not Harry's area. "But you brought Ellen into our circle, why can't I introduce you to some of my friends?"

Harry very pointedly looked up at the ceiling. "I don't need any more friends. I have plenty of friends."

"Yes, so many friends who don't know who he is until he introduces himself by his full name and promises pleasures far beyond their plebian means." Ellen said dryly. Peter was starting to wonder if that unrelenting sarcasm-laced bluntness was why Harry liked her.

"Still not helping." Harry said.

"Who said I was here to do that?" Ellen said with a smirk before some activity in a far corner caught her eye. "Hey you! That is a flower pot, not a barf bag, use the toilet!" She snapped as she stalked towards the unfortunate offender.

Peter smiled. Harry avoided eye-contact.

Peter sighed. "Harry, I'm trying here, c'mon."

Harry shrugged. "Fine, I can give it a shot. Just don't expect me to like that Alexander guy."

"We're just asking for a chance. We aren't expecting miracles."

* * *

Ellen Blake didn't like to think she actively disliked that many people, but there was a list of certain qualities that just pissed her off. A complete and utter lack of manners was easily in the top five.

"Alexander."

Sam Alexander spun around, stuffing a handful of cheese and salsa covered nachos into his mouth. "Goth chick I don't know." He sprayed.

Ellen's eyes narrowed. "Double dip one more time on those nachos and I will make sure you slosh on your way home." She pumped her supersoaker for emphasis.

He held up his hands in mock surrender as he rolled his eyes. "Alright, alright. Thought gold diggers were supposed to be hot- HEY!" Sam squawked as a stream of cold water hit him in his back.

Ellen smirked as the boy jumped around and finally slipped on the new puddle beneath his feet. "Itchy trigger finger." She said, kneeling down to his level with a wicked grin on her face. "Gets aggravated in the presence of stupid."

"Was that really necessary?" Someone asked.

She grinned as she stood back up. "Necessary? No. Fun? Oh so very much."

Something upstairs howled; an unearthly, bone-chilling sound that silenced the party like a gunshot, leaving no question as to where the sounds of porcelain and wood breaking were coming from. Ellen tensed, eyes watching the upper landing of the stairs as she absently fingered the trigger on the water gun. What good would that do against whatever monster was coming? Reflex, she supposed.  
"Did he rent a lion?" Sam asked from the ground. "Please tell me he rented a lion, because lion rental is probably the least awful answer to the question of 'what in the fuck was that'."

The upstairs bathroom door exploded into splinters as something black and sinuous came lunging down the stairs. Featureless white eyes scanned the room as a mouth full of anatomically impossible fangs slid open to allow the creature's long, dripping tongue to hang free in mockery of a goofy grin.  
"That, Alexander," Ellen said slowly, not even daring to blink in the face of Venom, "is definitely not a lion."

* * *

If the party had been rowdy before, it was now absolute chaos. The monster had shattered the main lights, drowning the room in darkness, only making the screams louder. The only light came from the only exit and there was a mad stampede for that. People were knocked down, trampled, and faces were easily lost in the crowd. Good enough for a superhero quick change escape.

Peter quickly scaled the wall, pulling off his clothes reveal his red and blue costume. Black monster in a dark room, Peter thought as he pulled on his mask. Fun.

"Where's Pete?" Harry yelled over the crowd. Oh, right, now it was time to make up.

"Right behind you, Harry!" Peter yelled. "Now get out of here!"

Luke rushed by, apparently picking Harry up bridal style because Peter's best friend was now yelling, "Excuse me, this is my house!"

"Care to explain that to the monster tearing up the furniture right now?" Ava countered.

"Fair enough."

Peter stopped listening as a tentacle – when did the thing suddenly have tentacles?! – impaled the section of wall he'd been perched on. He darted over the wall and over the bookcase, tentacles slamming into spots just shy of his last location. Torn pages of books floated through the dust filled air, obscuring what little the teen superhero could see.

A black tentacle burst into Peter's line of sight- and was blasted by stellar light.

"Looks like you made a new friend, Webs." Nova said, descending to hover a few feet above the ground. His blast had parted the impromptu smokescreen, leaving the monster in the clear. Not that it seemed particularly bothered by that, grinning at the two teenage superheroes with enough teeth to make a T-Rex jealous. It lashed out with its tentacles again, this time using them as whips instead of spears.

"Feel free to ask it out, bucket head." Peter said as he flipped over a sweeping tentacle. "Because it's starting to look like it likes you more."

Nova grit his teeth as he cut tentacle after tentacle, the black goo only sliding back to its source to conserve mass. "I've. Got. This." He said, charging up his fists for a proper blast.

The monster smiled before it liquefied, leaving a human body behind to slump to the floor.

"Flash?"

"It came from the toilet, it was everywhere, on the ceiling, on the floor, everywhere, oh god, it's so nasty…" The jock murmured from his fetal position on the floor.

Peter grimaced. "What a lovely image. We're being attacked by evil toilet sludge."

Nova screamed.

Peter spun around, eyes widening as the black goo curled around Nova, forcing itself through the gaps in his armor. "It's in my ears, it's in my eyes-!" His screams cut off as his face was completely covered and his entire body slumped in the air.

"Nova?" Peter asked.

Nova's head jerked up, the monster's blank white eyes staring right at Peter as it grinned.

"And the fun resumes." Peter managed to say right before the monster blasted him out the window.

* * *

 **Alright, the Venom episode!**

 **I'm actually cutting this one up into two chapters, because I'm really liking being able to do fight scenes for once in my life, and IDK, there's some stuff I want to set up and it just seems to be fairer to split into two chapters rather than give you one gigantic lumbering beast of one. It'll probably be a few days before the next part is ready, but this much is available.**

 **To answer a few questions that have been asked…**

 **Can the Anti-Venom symbiote defeat the Ultimate Spider-Man synth-iote? Answer will show up next chapter.**

 **Can the Anti-Venom symbiote defeat the Green Goblin by purging the serum from his body? That's a tentative yes. It would have to have access to his bloodstream, which is difficult because not only does the Goblin wear armor, he also appears to have a remarkably thick hide. One would have to either find some way to pierce it or access a part of the body that doesn't have those protections (accessing those areas is a whole different story).**

 **Will other Spider-Man characters be added? Yes, along with some original characters and some other not so famous Marvel names. Any specific names aren't up for sharing at this time.**

 **Are you going to do anything with Toxin, since you have that symbiote floating around? Of course. Chekov's Gun, you know.**

 **What about other symbiotes? Duh, it's right in the title. There are a fair amount of them in canon to work with too. They'll show up later.**

 **Is there a mushy OC/Canon Character romance planned? Not really. I've got the seeds of a very twisted relationship germinating in my mind for later, but that's somewhat (comics) canon based, but if it does show up, it won't be for several chapters yet.**

 **The chapter title (Poison Rationality) is based on a mondegreen from I Write Sins, Not Tragedies by Panic! At The Disco.**


	4. Anti-Venom (Venom Part 2)

Glass shattered as both Spider-Man and the possessed Nova broke through the window and entered freefall. Peter shot out a webline, slamming into the face of the building. A moment's pause for breath-

Spider-sense!

Peter threw himself up the face of the building, narrowly avoiding a blast of stellar energy. "And _of course_ you can fly." He muttered as the monster floated up closer, the same manic grin on its face as it had when it had first appeared.

The monster's toothy grin widened, its wicked claws charging up for another blast. Peter exploded back into motion, zig-zagging across the glass and stone face of the building as his pursuer screamed after him.

"Not a robot, this time." Peter muttered to himself as he flipped over an extended tentacle, watching the black goo splatter against the window before dodging another strike. "Definitely organic, definitely alive. Jumping from host to host. Some kind of symbiont… a parasite, since sewer goo can't be good for anyone. Be a nice change of pace if it wasn't possessing a… well, Nova's not much of a friend, but he still doesn't deserve to be eaten by evil toilet sludge." He twisted out of the way of an energy blast. "So, think Parker. How do you get rid of a parasite?"  
A crock pot full of five alarm chili would clean him out but good, a stray brainwave said. Peter shushed it as they reached the roof.

Nova shuddered as he landed, his particular brand of cosmic blue light shining from inside the goo for once. "Get it off!" He screamed before he exploded in stellar light. The black sludge loosened, but didn't completely release its grip on the hero, sliding back over Nova's horrified face just in time for the rest of the party to show up.

"Nova!" Power-Man shouted as Nova sank to his knees. He ran to the other hero, grabbing a handful of the black sludge in each fist.

"No, don't touch – well, too late." Peter yelled, his shout petering out as the symbiote detached itself from Nova to take over Power Man.

Luke's struggles as the black ooze crawled up his arms and over the rest of his body faded and soon vanished all together, leaving a pair of glassy black eyes to stare hungrily at the heroes still standing. His back rippled and then four tentacles burst out, writhing like vipers.

"Yay, this will be _the_ fun beating for sure." Peter deadpanned.

The symbiote covered Luke Cage lunged forward, splintering the roof of the building as the remaining heroes scattered.

"Okay, what do we got?" White Tiger asked as she skidded to a stop.

"I've got no idea." Peter said. "Some kind of…"  
"Symbiote."A white figure with red eyes and a black spider-symbol slid out of the shadows. This guy again.

"Going to introduce yourself this time, phantom stranger? Or are you just going to throw a few roses around, give us some pithy advice, and then disappear stylishly?" Peter asked as he flipped out of the way of a tentacle.

He was getting kind of sick of those.

The other spider-themed hero snorted. "Amusing, but you might have noticed that your witty banter has little effect on your current opponent."

Iron Fist inclined his head. "You are familiar with this creature?"  
"Got any idea how hard I should hit it."

The mysterious figure cast a glance at Nova's fallen form and then back to the corrupted Cage. "…I think so." He finally said, sounding uncertain. "This one is… different. Impure. Toxic, possessive, corruptive, but of human origin rather than..." His voice twisted, as if he was reading a list that was running too fast for his words. "It's an abomination, an aberration. A Venom of human origin."

"Did I just hear a capital letter?" Peter asked. Plain old venom sounded bad, but Venom… well, that just sounded like a Nineties flavored comic book character who was more than capable of kicking his ass.

"Yeah, yeah, we kinda guessed." White Tiger snapped as Venom pulled its puppet back to his feet. "How do we get this thing off Power-Man without killing him?"  
Red eyes flickered again, focusing on Venom. "Extreme heat. High voltage. High pitch, high decibel sounds. Don't know about magic or chi-disturbance, but it's worth a shot. Avoid physical contact. That will only allow it to jump hosts."

"Do you often feel the need to point out the obvious?" Ava muttered, dodging another wildly swinging tentacle.  
White Tiger flexed her claws, a spark of electricity jumping between the nails, as Peter switched his webshooters to the electro shock webbing. "Okay, we can do electric attacks, but the rest of that… this party was not built for this dungeon." He noted.

The other lifted his hand and Peter jumped back as his black-clad fingers extended into long claws that were easily twice the length of White Tiger's talons. "Then you'll just have to let the Anti-Venom do its job." He ran towards Venom, leaping high into the air over Power-Man before descending like a hawk.

Peter raised an eyebrow beneath his mask. "I just heard capital letters again. Is that the cool and hip way to introduce yourself? Because I'm not really feeling it."

"Save your breath for fighting, Spider-Man. An enemy without reason will not appreciate your words." Iron Fist advised before launching himself into the fray with a fist glowing with golden energy.

* * *

Ellen twisted around, slashing at Venom's tentacles with her claws. It screamed as she flicked slick blood-like fluid from her claws, the dark matter already purified by her powers. The filthy thing – it didn't feel anything like a symbiote was supposed to, it felt like filthy blood and rotten sewage – melted under her hands like the pages of a rotting book.

She ignored the scraps of sensation from it, the fragments of thought – alone, incomplete, must find the other – that dulled the edge of her focus. Between them and Anti-Venom's – or was it hers? – burning desire to scour this aberration of blood, goop, and god-knows-what-else from reality, it was easy to forget that arms weren't supposed to bend backwards and masks weren't supposed to have mouths.

Venom hissed as Ellen rushed at it again, dodging her strike by as wide a margin as it could manage. For a nearly mindless berserker, it certainly learned fear fast enough. Ellen grinned, the expression threatening to show through her mask.

Good.

The symbiote skittered backwards, backhanding Iron Fist as he attempted to use his chi powers on the beast as it attempted to rip a huge air-conditioning unit from the roof. White Tiger soon followed, caught in mid-air as she'd attempted an overhead strike on the symbiote and tossed to the side. Pity, one of those attacks could have done something -

A small taser thudded into Venom's chest, drawing a startled look from the beast before voltage ran through it. It collapsed, dropping the huge hunk of steel as it sank to its knees, the black ooze thrashing around Power-Man wildly as electricity thrummed through it. A few patches of bare skin could be seen before Venom resettled on Luke's mighty frame and rose to its feet, snarling at the offending party.

"Well so much for that." Spider-Man declared as Venom threw the air-conditioning unit at his head. He ducked, the huge piece of steel machinery chipping the edge of the roof before falling down towards the street. "Aw, schnitzel. You got things up here?" He asked, not waiting for an answer before diving after the falling anvil-substitute.

Ellen dully noted Iron Fist slowly rising to his feet, rubbing the side of his face. "You alright to keep going?" She asked.

"Please." The martial artist said. "This is nothing compared to the training I experienced in K'un-Lun." He wiped his mouth free of a small trickle of blood. "You open Power-Man up for a strike, I will rid him of this 'Venom' once and for all." Chi gathered around his fist again, blazing brighter than Ellen had ever seen.

"I think I can do that. Try not to get _too_ offended by the cheap martial arts skills I picked up from mass media." With that, Ellen launched herself back at Venom, batting away its tentacles with open palms as she forced Luke Cage's arms apart with her legs. Iron Fist darted between her legs and delivered an almighty punch. The strike liquefied the symbiote, sending it flying away from Power-Man to splatter harmlessly on the rooftop while the black superhero collapsed, completely spent.

Any respite afforded was short, as Venom quickly reformed into a liquid black serpent, slithering across the rooftop at unnatural speeds towards Iron Fist.

The martial artist's eyes widened before he ran, staying only inches away from the clammy grasp of the symbiote as the pair raced around the rooftop, leaping and darting between the remaining structures and the edge, Iron Fist never quite escaping and Venom never quite closing the gap. Ellen followed, swiping at the dark streak, but it was now aware of her and her powers and unhindered by the limitations of human limbs, it proved the faster of the pair. It was a mad chase, one that would end as soon as one of the targets ran out of stamina, and Venom had no need for lungs.

Spider-Man popped up on the side of the building. "Hey, guys, what I miss- aw, fuck."

Iron Fist made one final, desperate leap… and slipped, one of Venom's tentacles wrapped around his ankle. He scrabbled for some handhold, anything to keep the symbiote from drawing him in further, but it was to no avail. It trickled up his legs, steadily climbing up Iron Fist's body.

"I-Spider-Man, it had a mind… it's confused, disorganized, but it came here for something… for you? I don't understand-" Danny Rand cut off as the black ooze enveloped his head, reformatting the eyes of his mask into the jagged white eyes of the symbiote. It screamed.

Spider-Man threw his hands up in the air. "Sentient evil toilet sludge wants my body. What's next, psychic alien goo that has a secret ambition to be my clothes?"

"Now is really not the time to tempt fate, Spider-Man." Ellen said, dodging to the side as Venom attempted to roundhouse kick her head clean off her shoulders. Where was that fear now?

A barely avoided chi-laced strike answered that question. Like recognized like, and the symbiote had mind enough to know what hurt it would likely hurt its anti-thesis. From the prickling in her skin where the golden glow had passed, it was likely right and it was all too ready to press its advantage.

Ellen narrowed her eyes. Two could play at that game. She unleased her claws again and lunged, kicking Iron Fist's right arm – the chi-attacks were always from the right, why – away as she tore a line through the symbiote.

Her every intention had been 'Sanitize' and Anti-Venom had done exactly that.

Venom screamed as strips of its black flesh sizzled away to nothingness, holding its head in clawed hands as the martial artist within took the opening, blasting the creature away with what seemed like all the chi at his command. It exploded outwards and out, reduced to black smoke for a second before reforming once more near the edge of the roof, leaving Iron Fist to collapse to his knees. The symbiote itself didn't look overly inconvenienced by the experiences of the last thirty seconds.

"Persistent little fuck, ain't cha." Ellen muttered, watching the black goo swirl around, apparently trying to pick out its next victim. The burst of memory that the last swipe had afforded wasn't a snippet of the symbiote's thoughts, but a recollection of a voice.

'The deadliest aspects of Spider-Man's DNA. – Monstrous! – You have no idea. – Distilled aggression. – Incredible. – It's an abomination! – Pure venom. – You wanted an army, just imagine one clad in living armor… Months. This is practically a new field of science here… I'll have it for you by tonight.'

No wonder the damn thing smelled like dirty blood to Anti-Venom's senses, it _was_ blood at the base! Spider-Man's, reduced down to a plug-and-play power-up that came with a side dish of insanity. And the person who made it was going to cook up an army's worth for some unknown benefactor. Three guesses as to who was interested in a Spider-Army, Ellen thought, eyes tracking Venom, and the first two didn't count.

She imagined having to fight an army of these disgusting things and made a face underneath her mask. Sounded just as fun as a swim in a septic tank.

The black ooze was still circling, though now it was narrowing its path to focus on White Tiger. She, thankfully, had no particularly great range or durability from what Ellen had seen…

"Like hell."

Spider-Man stepped between his one still standing teammate and the black symbiote. "You don't get to hurt anyone else on this team, Venom. You want me? Come and get me."

Venom took the invitation, cascading down on the teenage hero. Peter struggled, barely screamed, but it was over soon enough, and a hulking form with a very familiar white spider-logo rose to its feet.

"We are VENOM!"

* * *

Harry Osborn was pretty sure that the words 'get out of here' did not translate to 'investigate the obvious super fight at the top of the building' in any language, yet here he was, lurking with Mary Jane on the fire escape. The fact that their one allowance to personal safety was the fact that MJ was lifting her phone above the ledge to get her video wasn't lost on him either.

"This is unbelievably stupid." Harry said. "Can you see Peter anywhere?"

MJ peered up at her screen. "Picture quality isn't doing too good in this lighting, but no, I don't see him anywhere up there." She flinched as something big hit the roof. "Can't say I envy anyone who's fighting right now. Especially not that tiger girl."

Peter hadn't been outside the building either, a fact that left a cold feeling of dread to curl around in Harry's stomach. "What's going on up there?" He asked, pulling himself up to look.

Spider-Man was nowhere to be seen, though the black goo monster that had crashed the party was now managing to look even more menacing than it had downstairs. Half the heroes on the roof were laid out on the ground, while the green and gold ninja and white tiger chick were limping along, trying to keep pace with the one hero that didn't seem damaged at all.

It was a dance in destruction, watching the slender white suited spider fighting the hulking black monster, the claws of the smaller one cutting through the gooey tentacles like a hot knife through so much soft butter. Harry would have been more impressed if he didn't see something twitching horribly inside the monster.

An arm escaped for a moment before being dragged back into the ooze, bringing with it the realization that it wasn't something, it was someone. A person.

Harry held back the urge to barf.

"We. Are. VENOM!" The monster screeched. "WE ARE ONE."

"You are one ugly son of a bitch, I'll grant you that." The white Spider-Man said, lunging at the newly dubbed 'Venom's throat. The monster punched him away, sending the hero flying Harry and MJ's way. He skidded over the edge, fifteen feet away from safe purchase…

And snagged the crumbling section of wall in front of them with a webline, bringing him to rest right next to them. He groaned as he saw Mary Jane. "We really must stop meeting like this, Ms. Watson." He said, his tone carrying an unsettling reverb. "It would do wonders for my blood pressure."

MJ smirked, despite being less than twenty feet away from a monster. "Harry, meet Anti-Venom, my knight in spandex armor. You've already met, but as you were unconscious…"

Black tentacles caressed the side of the building right before the fanged grin of Venom appeared over the edge. "Friends… yummy!

"Introductions later," Anti-Venom said, grabbing the two teens and launching himself into the air over the street. A mere second later saw the destruction of the fire escape, the whole thing twisted into a hunk of unusable metal.

Venom followed, howling as it slammed into the face of the opposite building, robbed once more of its prey. It wasn't any closer to the trio, as the hero had shot out a webline, pulling them around to the Osborn's building. Harry winced at the complete destruction of the north face and the gaping wreck that was formerly the window of the penthouse apartment. That would take weeks to fully repair, and there wasn't a chance in hell that his dad wouldn't notice the marks of a party beneath the debris.

Those thoughts were shoved from Harry's mind as Vemon kicked their ride out of the sky, grinning all the while. The world spun, the bright lights of the street below searing themselves into Harry's mind…

Something strong snagged his shirt, and Harry Osborn felt himself pulled from the jaws of death and into the solid arms of Anti-Venom. MJ was already under the hero's left arm, tucking a stray hair behind her ear as if she'd simply been caught in a strong breeze rather than tossed into free fall sixty feet about the street.  
"You have a knack for saving our lives." She told Anti-Venom.

The hero grunted as he adjusted his grip on the pair, ignoring his blatant violation of physics as he stood straight up on a pane of sheer glass. "You have a knack for getting into trouble."

"Less chatter, more lifesaving please." Harry cut in, catching sight of Venom coming in for another pass.

Anti-Venom looked up, a barely audible snarl passing his lips. He braced, waiting until his foe was too close to easily correct his own movement, before launching himself and his cargo back to the top of the Osborn's apartment building, where the other heroes were pulling themselves together.

"I'm starting to really hate that Venom guy, never mind that Spidey let the thing eat him for us." The armored one muttered as he charged his fists up with energy.

Anti-Venom snorted as he let Harry and MJ down. "Everyone hates a parasite. Especially the mind controlling kind." He rolled his shoulders. "You guys come up with a plan while I was busy? You've got maybe thirty seconds to lay it out before he gets here."

A muscular black man pointed towards some sparking machinery. "Kick Venom into that, he won't be sticking to Spidey for long."

Harry held up his hands. "Hold on, you mean that thing _ate_ Spider-Man?" He'd seen an arm, sure, but Spider-Man? The superhero that his dad was completely and utterly stuck on?

"Osborn, that thing rounded the buffet. The only ones that didn't get touched were White Tiger and Anti-Venom."

Venom slammed into the room, leaving a cracked crater around its landing place. It howled at the heroes, who threw themselves into action.

"This is going to be some great footage." Mary Jane said, pulling out her phone.

"Are you appreciating the fact that we almost died and are still very much in danger?" Harry asked, pulling her along to hide behind the stair access.

* * *

Peter struggled against the symbiote, but it was like fighting through quicksand. Every movement was held back by cords of goo, every scream muffled by layers of ooze, and every attempt at holding the monster back seemed as futile as trying to hold the ocean back with his bare hands. And all while watching the monster using his body and his powers to attack his friends. For now, they were fast enough not to get caught, but they'd get tired eventually and Peter didn't want to think about what Venom would do to them.

Iron Fist had slipped in front of him, holding up his hands. "I know you're in there Spider-Man." He said, "You can fight this."

No, he couldn't. "There. Is. Only. VENOM!" The symbiote screeched as it slammed the martial artist into the roof, tangling him up in black ooze before throwing him across the roof into a wall. Chi attacks had hurt it, Peter dully remembered, and if the symbiote was going after its weaknesses first…

Anti-Venom knocked Peter and the symbiote back with a powerful kick as White Tiger slashed at the black ooze with electrified claws. Venom screamed as the burning set in, as did Peter, linked as he was to whatever passed as the symbiote's nervous system.

"These kind of creatures usually crumble in the face of a strong will," Anti-Venom said conversationally. "Guess I overestimated you, Spider-Man."

Venom twitched around Peter. "THERE IS ONLY VENOM! NO SPIDER-MAN, NO P-" The scream was cut off by a haymaker that sizzled like only one touch did.

Anti-Venom rolled his shoulder, looking down at the creature he'd just dropped. "Pathetic. I give you a list of weaknesses, Spider-Man, and you only make use of them once before giving up. I thought you had a responsibility to the people of the city, to keep them safe." Red eyes burned through Peter's as the white-clad hero gestured at the fallen heroes around him. "Does this look like 'safe' to you?"

No, it didn't.

The ooze shifted, squirming wildly. Uncertain. Afraid.

Well, what did it have to be afraid of?

High voltage.

The thought was cut off as Nova blasted Venom in the back, sending the writhing tentacles into a frenzy of panic. Peter swore it was loosening just enough to…

Peter jerked, breaking through the symbiote's chest, black ooze still wrapped around the red-and-blue of his costume as he scrambled to free up his webshooters. "Nova!" He yelled, "I need my hands!"

"Comin' right up!" Nova yelled, shooting twin blasts of blue light.

Venom screeched, trying to pull Peter back into its mass.

"You want to be Spider-Man, Venom?" Peter asked, lining up his shot. "You're in for a _big shock_!" He fired both electro shock webbing units into the transformers on the roof.

The world went white, painful, and blisteringly hot as Venom's suffocating presence blissfully melted away. Peter released the current, sinking to his knees. "Yay, we won… I feel like dying for a week. Resurrect me by Sunday, please." He mumbled.

Anti-Venom walked up and patted the hero on the shoulder. "Nice job. Figured you could do it."

"Despite the whole 'you disappoint me' thing you pulled a minute ago."

A shrug. "Well, I figured you could do it and you weren't doing it. You proved me right in the end." The other hero shot out a webline, though he wasn't swinging away just yet. "We should team up again sometime. Maybe against something that isn't an eldritch horror."

Peter raised a weary fist. "I'm looking forward to it." Not fighting goo monsters anyway.

Anti-Venom nodded, and then swung into the night.

"How come you get a super-mentor?" Power-Man asked. "That's not cool."

* * *

 **This one went ridiculously fast, which doesn't always bode well for my productivity later, but I had fun, the fight scene went fairly well, and I think that things are looking up for this particular piece of fanfiction, because I've cleared the dread chapter four and have the first part of chapter five already typed up.**

 **To the person who made the hentai joke – you almost threw me off completely. Don't do that. Slime monsters are rather limited in their offensive capability and tentacles are one of their options.**

 **Besides, we haven't even gotten to a proper Doctor Octopus chapter yet.**

 **Some of you might have noticed that I don't like Nova.**

 **Well, I don't. He's a jerk, he's got no filter, no respect for others, and very little in strategic ability, so I make him suffer accordingly. Hopefully this will lead to some character development, I don't know. I try not to plan too far ahead, because the last time I did that, I did nothing with the story.**

 **I don't know if the events of the chapter two are going to be touched on again. It was a really iffy section to me and I'm kinda trying to forget it happened.**


	5. Detox (Venom Part 3)

The fight had been impressive, even though the cameras couldn't have hoped to keep up with some of the action and audio, as always, was wholly absent. The white Spider-Man had returned, displaying previously unseen powers that were… irritatingly well-tailored to dealing with the symbiote. All the more reason to get a DNA sample from him, to figure out what Achilles' heels could be corrected.

Otto Octavius would have felt more enthusiastic about the puzzle in front of him if he wasn't being forced to solve it with no time to appreciate the intricacies. Ah, well, such was life, as it was.

Measured footsteps entered the lab, jarring Otto from that train of thought. From the soft tap of the shoes, they were business wear. Super types had a tendency towards harder footwear, and the sound was harder in turn. The sound of soft soles in this space belonged to only one person.

Norman Osborn.

A coil of disgust curled and squirmed in Otto's throat. "Begin the tirade, I'm ready." He murmured, not turning around to face the man.

"On the contrary, Octavius," Norman said, his tone cloyingly fatherly. If Otto hadn't known exactly what kind of snake the man was, he might have made the mistake of relaxing, "you of all people know how genius can rise from disaster."

Otto fought the urge to kill the man where he stood, settling for biting the inside of his cheek until he tasted blood. How dare Norman mention that so casually, as if it wasn't _his_ fault, as if it wasn't _his_ choice to lock Otto away like his own personal Quasimodo, as if it was a compliment to his continued existence, this cursed half-life perpetuated by the steady pumping of an iron lung and a steady stream of supplements to his bloodstream.

"The symbiote was a success." Norman continued, unaware of the flood of black thoughts focused on him and a hundred painful methods of demise. "I want an improved prototype. One that the Spider and his merry little band of troublemakers can't stop."

It would be interesting, Otto thought, seeing Norman choke on it. "I'll make it my life's work, _sir_." He murmured, still not making eye contact.

Norman Osborn's smirk was near audible. "Good." He said before turning on his heel. "I'll inspect your progress in a few days. Good night, Octavius." The soft soles clicked towards the exit and the elevator that would take the businessman back to the world above.

"Jackass." Otto muttered before going back to work.

* * *

Ellen had slipped back into the apartment after the fight and started cleaning. The broken windows and holes in the walls might not have been within her ability to repair, but she could at least get some of the glass and assorted trash off the floor. The man sleeping on the couch could just stay there.

She was soon joined by the usual suspects. Ellen nodded at them as they entered the apartment and cringed at the destruction, and was soon joined in the ritual after-party clean up, everyone taking care to step over the insensate form of Flash Thompson, who still had splatters of black goo stuck to his varsity jacket.

"Alright, so you were right about the party." Harry said as they picked paper plates off the floor.

"Did you figure that out before or after the slime monster?"

"Funny." He shook his head "I just realized that even though I know all those people, I have all of three actual friends."

Ellen tilted her head. "Sounds like more enough to me." She'd only had one or two at any time when she wasn't completely alone. "You had anymore, there wouldn't be enough couch to go around."

Harry smiled. "Point taken." He blinked as he looked down at his very occupied sofa. "…Is that Tony Stark?

Ellen leaned over. "That _is_ his trademark facial hair." She conceded as she tugged her phone out of her pocket. "Wanna take a pic?"

"Tony Stark came to my house party? Guess it wasn't so big a disaster after all." Harry grinned, sliding into position and throwing up a peace sign as Peter teleported to his side, throwing up the horns with both hands.

Ellen rolled her eyes as she flicked open the camera app. Boys.

"No gang signs, please." Stark mumbled.

Both boys jerked back.

Stark waved lazily. "No, no, I kid. Throw 'em up." He lifted his head lazily, looking straight into the camera as he lifted up a shot-glass filled with Skittles and Sprite. "Seriously, take the picture. This is the prettiest I'm going to get until I get a triple shot of expresso, a decent makeup artist, or maybe some sleep."

"Perish the thought of your high-flying self reduced to sleeping six hours like the rest of us mortals." Ellen said as she took the pic, the flash managing to startle all three men in its path despite the fact that they knew it was coming.

* * *

Masks, Norman Osborn thought to himself as he sank into his office chair, were everything. He wasn't referring to his extensive collection of exotic masks that filled his study, no, but they were part of his philosophy.

Norman imagined that he'd worn many masks in his life. Masks of indifference in his youth had given way to masks of confidence and then to masks of other natures. Compassion, disinterest, trustworthiness… a thousand little lies that he could slip in and out of like an actor changing costumes between scenes.

The ability to control another's perception was the greatest power of them all, but a little insurance never hurt.

He slid open a draw of his desk and reached, activating a secret panel. Even if Harry had been the kind of son inclined to snooping, he wouldn't have gotten into Norman's stash without specific foreknowledge of it.

Norman held up the tiny vial of translucent green liquid, studying the world as seen through its sickly filter. Four ounces of pure OZ, untainted by any outside elements. He smiled, loading it into the motorized delivery system and shooting the green substance into his arm.

OZ. Oscorp's personal take on the long-lost super soldier formula that had produced Captain America so many years ago, officially 'discontinued' by S.H.I.E.L.D. demand, but still produced in secret labs like the one Norman had assigned to Octavius. One didn't simply destroy the closest thing to the Holy Grail of warfare because of a few bad tests, after all.

In small, untainted doses, the side-effects that had gotten OZ banned were non-existent and the perks… well, while Norman Osborn wouldn't be fist-fighting with gods anytime soon, the fact that he could go for days without sleep if he so chose was hardly something he'd soon surrender.

Norman melted into his leather chair as the drug coursed through his veins, erasing a couple dozen aches and pains that he hadn't been consciously aware of. Yes, this was all the power he needed. His company, his OZ, and his masks. With those three things and a place to stand, Norman Osborn was certain that he could move the world as he saw fit.

* * *

Nick Fury hated mysteries.

Clarification; he hated a mystery when it wasn't one of his own design. Any other kind of mystery was simply another headache and another mountain of paperwork and another round of the Council demanding that he 'do something' about either something they fucked up in the first place or something he had no control over.

Given, he was a spy, the spy of spies to hear some of the kids talk these days. Of course it would fall to him to ferret out secrets that nobody else could touch. Agendas, motives, secret identities…

Of course, Fury thought sourly as he looked at the open file in front of him, some people just had a talent for disappearing.

It was a month old file, but they'd only gotten a proper name a few hours ago – Anti-Venom.

The rest of the information was just as irritatingly sparse. Approximate height – five foot eleven. Shoe size – a men's size seven, discovered after the hero had accidentally landed in wet paint during a super fight with Batroc the Leaper. Powers – seemingly all those of Spider-Man, wall-crawling, web-slinging, super-strength… but he'd displayed some kind of burning touch against the symbiote, according to White Tiger's report, along with a set of retractable claws.

Unless Parker was hiding something major about his anatomy, Anti-Venom was proving to be a creature of a far different nature.

More importantly, the superhero had information. He'd known Iron Fist by sight, name dropping K'un-Lun in his first introduction to the group, despite the fact that the hero had been seen in public before and the city itself was less than a myth… heck, the kid might have even been familiar with the Nova Corps, if they weren't reading too far into the 'space cop' comment. He'd shared details about the symbiote that only one who was intimately familiar with the creature could know; weaknesses, strengths, the thing's own name minutes before it had formally 'introduced' itself…

Perhaps the name 'Anti-Venom' was chosen for more reasons than just as a catchy handle.

The impressions of the team were varied, but leaned towards the positive. Willing to work with the team and share information, occasional bursts of smartass commentary – how was that not surprising? –, a consistent inability or refusal to remember White Tiger's name, flexible combat skills… The footage had told Fury that already. He was interested in the 'how'.

How'd he get his powers, how'd he get his information, and how was he always underfoot?

Well, maybe a giant monster smashing up a building wasn't as easy to miss as some people might think, but other events pointed to someone _looking_ for something.

Now it was left to Nick Fury to find out what. He had plenty of time; tomorrow's – well, technically today's – appointment with Tony Stark had been, as usual, cancelled.

He didn't care to imagine why.

* * *

In a dark, refuse-littered alley, Ben Reilly awoke to pain. He'd kind of expected that… well, the pain part at least. He hadn't expected to wake up from his impalement, let alone the long dive afterwards, but yet… here he was, feeling every bit like he'd been run over by the Goblin a dozen times over.

Completely justified, given that was about what happened, but his survival surprising in its own way. The next few days would mark if it was pleasant or not.

"Where am I?"

He rolled over, ignoring the sting of gravel beneath his hands and the chill night air. The sparse street traffic of three am, no more than ten feet away, ignored him. Such was the way of the night, the willful denial of any other living creature in the world until their paths happened to intersect.

Ben sucked in a deep breath of air and coughed.

"Jersey, definitely New Jersey." He muttered as he stood up.

He rolled his shoulders, wincing as a couple vertebrae popped back into place, and peered out into the street, looking both ways before sliding back into the shadows of his alley. No lizard people to be seen, at the very least. Small favors, Ben supposed, but also no explanation as to why he was in New fricking Jersey instead of New York.

Well, let's think.

He might have been teleported to New Jersey. Kind of ridiculous; Norman Osborn was a big fan of the stabbing and infinitely less fond of anything that didn't involve his enemies suffering. Though, on second thought, it _was_ Jersey…

He might have slipped – or been deliberately sent – into another dimension. That would be bad luck, something Ben was intimately familiar with, but common enough that most superheroes didn't even blink at that kind of origin story anymore.

This could also just be one big illusion, though Mysterio hadn't been a problem for a few months now. Ben took another breath of New Jersey air and hacked. Okay, Mysterio might be good, but capturing that particular essence was, thankfully impossible.

Or, third and obviously worst option, he was a clone of Ben Reilly, who was already a clone of Peter Parker, dumped in New Jersey for some god-knows-how-stupid reason by the Jackal or some _other_ lunatic with a test tube collection.

Fuck that noise.

He checked his pockets. A half-empty pack of cinnamon gum, a wallet with the contents of twenty-five dollars, a New York state ID – where had that come from? –, a handful of spider-tracers, a pocket watch repair kit, and… Ben frowned as he pulled out a battle-scarred pair of webshooters. They wouldn't have been remarkable except for the fact that, one, he hadn't had his webshooters with him that day… er, night, and, two, these weren't his webshooters.

If anything, these ones were cheaper than his own pair that he'd cobbled together in a dark basement from bits of scrap metal and a broken pocket watch, as instead of metal bracelets, these ones were repurposed wrist watches and, if the cracked gears and crushed casing were any indication, already broken.

Once again, the multiversal shopper's guide failed to materialize and explain why these discarded things would be in Ben Reilly's possession.

* * *

"It's in my bag somewhere."

Five little words and one unspoken invitation had sent Harry's hands searching for a DVD in the depths of Ellen Blake's backpack.

The majority of the mess was gone, leaving just some ruined furniture, shattered windows, and the occasional hole in the wall to remind them that a monster had run wild through the house only a few hours ago.

Tony Stark still hadn't left – the man had heard the words 'B-Movie Marathon' and called his PA to clear his schedule – and was currently cremating his third attempt at popcorn, which was why Ellen wasn't here digging through what looked like half of her Earthly possessions for a copy of The Hideous Sun Demon. And he'd thought MJ's purse was bad – Ellen's backpack – which Harry was beginning to suspect was a blatant violation of physics – had so far contained three textbooks, seven books, several notebooks, five comics, fifteen DVDs – none of them the object of his search –, four flash drives, two band shirts, a hoodie, and...

Harry stared at the vial. "Toxin." He read off the label. Some kind of science project? Harry turned the vial over in his hand, watching the contents cling to the glass. Science had been a subject that Ellen had always avoided at school along with mathematics, so why would she have –?

The red goo jumped, slamming against the glass hard enough for Harry to feel it. He jumped himself before scrambling for the airborne vial. He just caught it as Ellen had stalked into the room again, Stark following with a huge bowl full of beautifully not-ash popcorn and Mary Jane with soda.

"Find that movie yet, Harry?" She asked.

Harry shook his head as he tucked the vial into his pocket. Like hell he was leaving whatever the hell that was in there. "Nope, I think The Amazing Colossal Man ate it." He pulled a case out of the bag. "I am somewhat curious about Italian Spiderman."

Peter's head popped over the back of the couch. "Wait, what?"

"Italian Spiderman. Inspired by Turkish Star Wars, made by Australian lunatics. Has absolutely nothing to do with actual Spider-Man."

Harry blinked, looking down at the DVD. "Huh. Well, why not?" He'd ask Ellen about 'Toxin' later.

* * *

 **Okay, so this chapter is about a thousand words short of my usual length. Sorry about that, but chronic headaches plus a need to decompress after all the action of the last chapters means... small breather episode.**

 **Onto the comments and questions section.**

 **Hentai isn't too mature for this fic. I just don't like the joke. Please stop distracting me with naughty tentacles. /shoves Doctor Octopus art back into closet.**

 **Why did Tony Stark hang around? IDK, at first it was funny, then I planned on having Tony give Harry some advice about absent fathers, but then I was just like… nah.**

 **Who is Ben Reilly? I refer ye to the Marvel Wikia, those of you who spent the 90's under a rock and those of you who simply want more dirt.**

 **All three of the movies mentioned exist and Italian Spiderman is probably the only watchable one.**

 **So breather chapter, setting up some threads to touch on later, decompressing and learning about characters. Action will return (as soon as I can stand to watch some more episodes and get a decent download of the 90's Spider-Man series. Stupid avi files…)**


	6. Psychotropic (Psycho-Man Part 1)

Weekends, Ellen Blake would assume, would be better than weekdays. No school, no alarms, no need to do anything but kick back, relax, and maybe catch some quality friend time.

In some ways, they were.

As soon as homework was out of the way – and really, considering that it was her second time going through these classes, it didn't usually take long – she'd be free to do as she pleased, which included the above options most weekends. However, considering that Harry was suddenly on a vaguely worded self-betterment kick, Mary-Jane was on some journalistic adventure – interviews with some great superteam or something, Ellen hadn't been paying much attention – , and Peter himself was pulling his normal triple-shift, Ellen was left to her own devices.

'Her own devices' had ended up being an extra hour of sleep, a stray page or two of homework, and then on to patrol.

She pretended not to notice how her patrols had slowly but surely expanded into what had formerly been her 'me-time' and how she kept checking all the important parts of Peter's route along with her mainstays like Times Square and the George Washington Bridge. She didn't much care; being in the air was infinitely better than rearranging whatever empty apartment she was squatting in into something livable.

That's probably why she was currently plastered to the windshield of a flying car.

Ellen peeled her face away from the glass, silently praising the powers of alien symbiotes – was that a gentle hum of thanks at the back of her head in response or was her brain beginning to ascribe a personality to her suit? – as she glared at the driver, giving him a silent salute to his driving skills. One finger was sufficient for that cause.

The spiky haired blond driving had the audacity to grin at her, his blue eyes flashing a fiery orange as he activated the windshield wipers, disrupting her grip before he turned the whole damn thing into a barrel roll, sending her flying with a howled cry of 'Motherfucker!' that was half-drowned out by the sound of whatever pseudo-science witchery had gone into the Fantasticar.

Johnny goddamn Storm, the motherfucking Human Torch, had just played hit-and-run with her. The flaming asshole was probably laughing at her right now.

If this was the start of a superhero team up, Ellen Blake was going to enjoy every minute of the inevitable 'let's you and him fight' portion of the program. At least before she got set on fire and punched into the next state by the Thing.

That part would definitely suck.

The thought didn't stop her from mentally setting a path to the Baxter Building.

* * *

Ben Reilly was now eighty-nine point eight percent certain that this was an alternate reality. 'Eighty-nine point eight' would have been a clean one-hundred save for the fact that whenever a Parker thought something was a lock, it would prove exactly the opposite and end up being one of Mysterio's scams. Thus the arbitrary lowball number.

He was taking notes on what was different, and the list was starting to get very long.

First, instead of it being 1997 like he last remembered, it was 2012. Losing fifteen years of time would have been more troubling if he had been in his own universe, but here… well, never let it be said that Ben Reilly wasn't adaptable. If he could handle hanging around the likes of the Avengers and the Fantastic Four, he could adapt to touch screen everything.

Spider-Man had been in action for a little over a year instead of the seven that Ben remembered. A quick internet search – which took less time than figuring out the strange new computer format did – revealed a sixteen year-old Peter Parker's MarvelBook – seriously, what kind of name was that for a Six Degrees knockoff? –, filled with pictures of him, Harry Osborn, Mary Jane Watson, and… Gwen Stacy? – Ben didn't remember her bleaching her hair, but what other platinum blonde was in Peter's immediate circle? On second thought, probably quite a few –, one or two sentence anecdotes about something that was going on in his daily life, and links to a dozen other names that Ben recognized and even more that he didn't.

The Daily Bugle was no longer primarily a print product, though they did have a couple of magazines in circulation, instead operating as a 24-hour news channel. J. Jonah Jameson's infamous profanity laden tirades obviously hadn't been a problem in this reality, considering that he appeared to be one of their primary newscasters. Oh, the tirades were still there, shared with the city at high volume, but the man had never slipped so much as a 'Mother Hubbard' in once since Ben had arrived in New York.

S.H.I.E.L.D. was still the go-to place for spies and intrigue, but instead of being a vague rumor that hovered around the edges of the super-community, stepping in only when one of their enemy organizations started making moves, the Helicarrier was a regular sight above New York to the point that commenting on its relative altitude was right up there with the regular weather chatter.

In a twist of reassurance that wouldn't likely last, there was a complete absence of the foes that Ben had gotten used to over the years. Well, a shaky and crazily close video of Spider-Man throwing down with Venom was easy enough to find, but besides that minor heart attack… nothing. No Green Goblin, no Doc Ock, no Sinister Six… If anything, Spider-Man's arch-nemesis currently appeared to be Batroc the Leaper.

When they inevitably crossed paths, Ben would make sure to make fun of him for that. Batroc the Leaper. Heh. The man could kick as hard as the Kangaroo but still. Batroc.

Five minutes later, he was still laughing at the thought.

Batroc.

Ha.

Ben rubbed his face, smothering the last of his snickers. Ah, he'd needed that. He looked down at his Frankensteinian 'smart phone' and checked over his constructed history again. Making the phone hadn't been… well, it had been easy, taking apart the half-dozen broken ones that he'd plucked out of various garbage cans and slapping the parts that still worked together into something that turned on. Making it work, however, the way he needed it to had been a completely different animal.

It worked well enough now, he thought, smiling as he finally got a reply to his e-mail. Three days. Record time for a guy like Reed Richards. Ben wondered if he'd even bothered to do a background check after seeing the small webshooter schematic – having to rebuild the things from scratch had brought up some options in the customizing department, options that a fellow tech head would be hard pressed to ignore – that he'd attached to his resume, or if that would wait until somebody else prodded him to do it.

For now though, Ben Reilly had an eleven o'clock job interview with the world's smartest man. He looked down at his striped polo and jeans.

Eh. He probably wouldn't even notice.

* * *

It would have been difficult to miss the Baxter Building even without the giant neon orange – orange? – holographic numeral 'four' rotating over it, considering that this particular building was likely the fourth or fifth tallest on the New York skyline and painted – was it really paint? The whole top portion seemed like it was made out of a seamless space-age plastic up close – a bright, shockingly spotless white from the thirtieth floor on up.

Ellen released her webline mid-swing, twisting through the air for a handful of seconds before landing on the brickwork of floor twenty-three with a quiet thud. Her thoughts on how to get in to punch Johnny in the face were interrupted by the sound of a window sliding open.

She blinked at the sour-faced woman who'd leaned out to glare at her.

"They. Live. Upstairs." The woman ground out. Who 'they' were needn't be added to get the message across that Ellen was on her lawn and had better get the hell off it. Right. Now.

Ellen scuttled up the building and far away from the scary lady's apartment, though not fast enough to miss an acerbic, "Freaks crawling out of the woodwork, this used to be a respectable neighborhood…"

Apparently, the floor immediately under the ultra-modern skyscraper portion of the building was the living area of the Fantastic Four. The fact that the rest of the building up from that point was probably dedicated to Reed Richards and the brain that would not slow down was only mildly terrifying, as Ellen was infinitely more interested in pressing her face to the glass behind an oblivious Johnny Storm, who had his back to her, with a Venom-esque grin splitting her face in half, mouth half open as her breath subtly fogged the glass. Now, she need only wait.

Ben Grimm, the ever-lovin' blue eyed Thing, idol o' millions – Ellen included – walked by, raising an eyebrow at her after his initial stare hadn't garnered an attack.

Ellen attempted to mime the word 'angry' – because 'this motherfucker ran me the fuck over with a fucking flying car and I want to scare the bejesus out of him in revenge' just seemed like an exercise in impossibility – before settling on pointing at the back of Johnny's head and then curling her long black fingers into claws and waggling her tongue.

The Thing raised the other eyebrow before shaking his head and moving on into the kitchen, satisfied with the knowledge that the ass-ugly monster outside was solely focused on making Johnny Storm squeal like a little girl.

Which, five minutes later when Johnny decided that spinning around in his chair after making Ben's yogurt cup explode was appropriate, he did.

Ellen licked the glass as Johnny stared in uncomprehending horror.

Johnny fell out of his chair as he scrambled away from the window backwards, screaming, "OH MY GOD, ALIEN MONSTER AT THE WINDOW! BEN, DON'T LET IT LAY IT'S EGGS IN MY CHEST, I SWEAR TO GOD!"

Ben just wiped a bit of pink yogurt off his black sleeveless shirt. "Come on in, smiley." He rumbled. There was no other way to describe his voice than as a rumble. While there was a very human element to it, Ellen couldn't escape the raw gravel of it. Like a rockslide in his lungs or an ill-used V8 turning over in his chest, it had a false echo that demanded one's attention, never mind that the man it came from was easily over eight feet tall and covered in Dorito orange rock.

Johnny whirled around as Ellen silently popped open the window and slid down to crouch on the floor, tongue and fangs safely tucked away. "BEN, WHAT THE FUCK."

Ben shrugged, the motion carrying the sound of a small rockslide with it. "Hey, he explained the whole situation to me. Well, enough of it."

"Well," Ellen said, waving dismissively, "I might have left out the part where flame-brain here hit me with the Fantasticar."

"Oh– hey! You cut me off!"

"I wasn't aware that there was anyone _to_ cut off at sixty feet above street level!"

"This fight is unnecessary." Reed Richards said without looking up from his smartphone as he walked through the room, already wearing his uniform under a spotless white lab coat. He tapped away at something, only the growing crease between his eyebrows giving away any hints to his thoughts. He was startlingly pretty, despite the white streaks that were threatening to take over his brown hair from the bottom up. "The incursions are accelerating…" he murmured, "yet the signatures…"

"'Unnecessary'? He ran me over!"

"You flipped me off and yelled at me!"

"After I peeled myself off your windshield!"

Susan rolled her eyes as she leaned around a corner where, apparently, she'd been watching the whole scene unseen. "Reed. Care to intervene?"

Reed didn't even look in the direction of the increasingly shrill argument. "I'm busy interviewing a candidate for a position."

"Reed."

He finally looked up from his smart phone, almost looking scandalized at Sue's disapproving tone. "What? I'm not making him up. H.E.R.B.I.E., is Ben Reilly here?"

Ellen froze, cutting off in the middle of an insult involving a correlation between Johnny's hair growth and his brain capacity. Ben… Reilly? Ben Reilly? _That_ Ben Reilly?

Impossible.

"Waiting in the lobby as we speak, Dr. Richards." A robotic voice chirped from the ceiling. "Shall I let him in?"

Reed nodded absently as he walked away, presumably towards the elevator.

"Someone you know?" Susan asked.

Ellen forced a snort. "Dunno. Is he a bleach blonde surfer looking fella? Probably a ton of Ben Reillys in New York..." She said dismissively, silently thanking the symbiote's corrupted voice for masking the fact that her voice had jumped up a pitch in panic. No clone saga, no clone saga…

Ben Reilly, that Ben Reilly, walked into the room, answering Reed's energetic questions without blinking at the occasionally impossible gesture the super-scientist made with his hands.

Ellen's voice failed.

The pair passed, turning a corner and out of sight.

"I'm going to say, that yes, that is the Ben Reilly you know." Susan said with a smirk.

An alarm blared as metal sheets quickly descended over the windows and the lights cut out, leaving only the dull illumination of red alert lights to light the area. A supervillain attack.

Thank god.

* * *

Ellen should have expected something creepy was up as soon as the words 'split up' were said and everyone did exactly that. The plan, since Reed and Ben frickin' Reilly were currently stuck in an elevator in between the main lab and the living floor – radio contact hadn't gone out, thankfully – was get the civilians out of the building – a fun prospect for sure – and get down to the basement to access the emergency generators.

The first objective would have been easier if there had been any civilians to find. Every apartment that Ellen had checked so far was empty, as if the person inside had simply laid down what they were doing and walked out.

So, Ellen thought, minor recap. Power out, poor – fucking red – lighting, closed circle, unaccountable absence of people who should have been there, having to get to the basement… The whole scenario screamed 'horror movie'.

Her skin itched. She ignored it, reaching up to touch the earpiece that Susan Storm had thrown at her before the whole mess had started. "Anti-Venom here. Anyone else finding a whole lot of creepy nothing?"

Silence. How comforting. How many more horror tropes were they going to tick off –

"Uh, actually…" Johnny's voice said, cutting off that train of thought, the faint crackle of flames in the background occasionally drowned out by the sound of angry, inarticulate screaming. "I found a whole lot of creepy something that I don't think I'm allowed to set on fire. So… a little help would be nice?"

She didn't need to hear it twice, running down the hallway. "Where are you?... and the hell is that noise?"

Something crashed on the other line. "Lobby. Doors are blocked, which… considering the hell noise is the zombie mob formerly known as our neighbors… I really don't think we should open them."

"Zombie mob?"

"They're making angry noises, throwing chairs and things at me…" Another crash. "OH, AND MRS. O'CREEDY TRIED TO BITE ME, SO YEAH, ZOMBIES."

Ellen grit her teeth as the itch intensified, the sensation almost feeling like it was crawling into her brain. "Visit any horrible alternate realities lately?" She asked.

"Actually…" Johnny and Reed answered in synch.

Her spider-sense blared at her to run and hide, overriding the itching in her skull for a moment. "Don't answer that." She jumped up to the ceiling, sticking to the surface for a second before activating her camouflage. "Something's coming. Something big…"

The hall shuddered, the sound of massive footsteps shaking the feeble light sources. A huge hand wrapped around the corner, crushing the paneling into splinters.

The Thing turned his head towards her, the blue eyes he was known for clouded over by a sickly blood red haze. He stared straight at her, right through the camouflage, and roared.

"Oh fuck me sideways," summed up the situation fairly well.

* * *

The lab was… acceptable for his uses, with enough resources to meet his requirements. Since his exile, Revka Temerlune Edifex Scyros – the Third, the Mind-Mage, Psychomancer, and King Supreme of Traan, among other assorted titles – had made do with worse. The current occupants were mere pests, easily dealt with using his powers.

Well, he mentally corrected as he turned the gaze of his powers back to the golem and its opponent, who dodged the devastating punches easily while spraying white webbing all over the place, some pests were more persistent than others.

The creature was strange, following the rules of 'human' anatomy as more of a guideline rather than hard and fast law. That wasn't over peculiar, as the quartet responsible for this base were hardly base-line examples of the species themselves, but it was still a detail Revka noted. He was a scientist; what manner of scientist didn't pay attention to aberrations in his experiments?

The thing twisted, hissing as Revka's golem crushed its arm against the floor, the limb crumpling as bones shattered into a hundred pieces. Revka's smug glow dimmed as the arm twisted back into the correct position and resumed use, joined by a set of prehensile tentacles sprouted from its back. Not even the pain of the injury had phased it enough for the psychomancer to get a foothold in its head. Inconvenient.

If this kept up, the golem might actually fail to destroy the white spider creature, necessitating the use of other resources. And, Revka thought, smiling again as he turned his mental eye to his current project, currently catatonic in a shadowed corner of the basement, he wasn't _nearly_ finished with this masterpiece.

* * *

Ellen twisted around and focused very hard on not going berserk on her opponent. She'd already broken several of her small rules – no shape-shifting, no anatomy breaking, nothing freaky – but she wouldn't lose her mind. Anti-Venom buzzed in her temples, doing nothing to lessen her headache or the itch of her skin…

Wait. The symbiote was a complete body covering. Nothing could be touching her skin, which meant…

Ellen activated the communicator. "H.E.R.B.I.E., Reed. I think I know what's going on. There are drugs in the air filtration system. Can't tell what they do, just know they're there…" Itching at her skin – the symbiote, the symbiote, not her skin – like windburn, it was impossible not to know that they were there, but impossible to identify unless she focused on it. "My powers make me immune and Johnny probably burns the stuff before it can even hit his lungs, but everyone else…"

Johnny came back on the line. "Wanna hit us with an info bomb, Reed?"

Richards came back onto the line after a moment of silence. "As far as the scanners can tell, Johnny, it is a mix of hallucinogens, many of which are foreign to H.E.R.B.I.E.'S database, though I can identify PCP, but the effects… I can't detect anything that could be responsible for their aggressive behavior being focused towards you two specifically."  
"Some kind of mind control, then." Ellen muttered as she reeled in the symbiote, the tentacles shifting into copies of her own arms, leaving her with the appropriate number of limbs for a spider. Which bad guys in the Fantastic Four stable did mind control?

Of the top of her head, maybe three. The Hatemonger – would Ellen get to punch Hitler in the face today? That would be a Christmas card moment if she did Christmas cards and had people to send them to –, Psycho-Man, and –who else– Doctor Doom. The man had his gauntlet-covered fingers in everything. There were probably others, somewhere in Marvel's long history of one-off baddies and generic villains, but those three names were the only ones coming to Ellen's mind.

"Fun. Who wants to bet that this is Doom? Anyone? Any takers?"

"Johnny."

Ellen caught one of the Thing's fists in four hands, quickly flipping out of the way of a follow up punch. "Storm, there is a guy who's gone full Psycho-Mantis on us and you want to take bets on which guy it might be?"

"Doctor Richards says I should not let you anywhere near my allowance, Johnny."  
"Aw. I could have gotten a pair of fuzzy dice for my section of the Fantasticar…" The sound of something large crashing rang out over the communicator. "Alright, heading towards the basement. How's it going with Ben, Venom?"

"First of all, the name is Anti-Venom; Venom is one of my bad guys, and, second, HOW THE HELL DO YOU THINK IT'S GOING?" She snapped, spinning around the Thing to stick to his back, one pair of hands covering his eyes. "If I didn't have a healing factor, I would be dead five times already! It's like having a throw down with the Hulk!" Except Ben Grimm did not get stronger with rage; a small mercy that Ellen would appreciate later, once she wasn't having her ass kicked.

Ben punched a hole through a wall, drywall dust fogging up the hallway as he roared again.

"Anti-Venom, would it be possible to share your immunity with Ben?"

Ellen's eye twitched underneath her mask. "What do you think I've been trying to do? His skin is too thick, I can't purge the stuff from his body at all." She blinked as an idea came to mind. "One moment." She said, twisting around to sit on Ben's shoulders.

This better work, she thought, right before she stuck her fingers into the only soft flesh available.

A few moments passed.

"Why are your fingers in my mouth?" Ben mumbled around her hands.

Ellen quickly removed them, flicking saliva off her fingers as she jumped off his back and down to the floor. "It makes sense in context."

"And why do you have six arms now?"

Johnny screamed through his communicator, cutting off the rest of the conversation. "Doesn't matter! Basement, now!" Ellen yelled as she ran.

Reed's voice came over the communicator. "I've got the elevator working. I'll take the basement, turn off the air filters and rescue Johnny, you two take Reilly and figure out who's in my lab." He ordered.

"Boss battle?" Ellen asked.

Ben cracked his knuckles. "Boss battle." He confirmed as they made their way to the main elevator.

* * *

 **Okay, so this chapter took a bit longer to write, and for a few good reasons.**

 **First, I was tired after whipping out those first five chapters over a ten day span and mildly sick from other stuff. Girl stuff. I mean, jeez, that's some Patterson-level speed there, but I just could not maintain it. I mean, the last three chapters were pretty much one big episode cut up into manageable pieces (that won't happen again unless either it suits the dramatic purposes or the chapter runs over about seven or eight thousand words).**

 **This one… had to be cut in half due to that (the next part will be uploaded asap, don't worry about it).**

 **Second, this entire thing is original. Original story concept (certain elements gleaned from at least three different Fantastic Four comics and the most recent FF cartoon – Fantastic Four World's Greatest Heroes, look it up, it's great – but considering that all the other stuff was pretty much 'man with hate ray – I am not shitting you – and bad costume decides to ruin everything forever', original was what I had to do), original concept (neither the Hatemonger or Psycho-Man used chemicals (except for one time and those were like a frosting on his hate-ray cake), and, of course, an original character (it's chapter six, you fucking know who) being the centerpiece of the lot.**

 **Third, I've also been working on the bones of other chapters as inspiration kicks in my door and sets my brain on fire with gasoline. Chapters that are easily months away (I mean, I have about at least six scenarios for the Spider-Verse crossover kicking around my skull so we can bridge the gap between what the show did and what actually happened in the comics and that was some season three shit) are almost twenty percent finished while stuff that should be getting down now languishes on my laptop.**

 **Fourth, fucking artwork man. You want it? You got it (unless you are on FF, which just means you are shit out of luck). Color pieces, sketchy shit, all the goddamn doodles you could possibly want. Look at that sexy pic of Ben Grimm at the top. Didn't happen quite like that in the story, but shit, look at that. That's some fine shit. Covers always lie, but you know that already.**


	7. Malice (Psycho-Man Part 2)

Reed Richards rushed out of the elevator, his lab coat trailing behind him like a ghost as his fingers flew over the face of his smart phone. "I finally overrode the air-filter controls." He said. "The gas will dissipate shortly, so you shouldn't have to worry about anyone else going berserk."

Ellen rolled her back, the sound of vertebrae snapping back into place echoing in the enclosed space. "Good. I was getting tired of getting my ass kicked." She muttered.

"Is your mutation going to be an issue?"

"My mutation –? Oh, the arms." She shifted, the false arms sliding back into the rest of the costume, leaving her with the customary two. "Costume thing. Don't worry about it."

"Fascinating."

Ben clapped his hand on Reed shoulder, shoving him towards the civilian access elevator. "You can ask the kid about his tailor later, Reed."

Richards shook his head and nodded. "You two, take the elevator up to the lab and find out who's taken it over. I'll find Johnny and restart the power."

Ellen tilted her head towards the remaining occupant of the elevator. "What about Reilly?" She asked.

Reed paused. "He has… some unique talents that were definitely _not_ mentioned in his resume." He said levelly. "I am certain you can make use of them."

Reilly had the decency to look embarrassed at that, scratching the back of his head awkwardly.

* * *

Elevator rides, by nature, were awkward. An elevator ride to go fight a supervillain as no different, even if he was the only one not in costume.

"Seven years breaking my back to keep a secret identity… less than ten minutes in an elevator with a supergenius and it is _gone_." Ben said, rubbing his face.

"Well, to be fair, he is one of the smartest men on the planet." The other spider-themed hero said with a shrug. "How'd he find out anyway?"

Ben coughed. "I… had to climb the wall."

"That doesn't sound that serious…"

"Without using my hands."  
Grimm raised an eyebrow. "Spider-Man?"

"The Scarlet Spider, actually." Ben confessed.

"Never heard of ya."

Silence stretched out for a while.

"So… Venom." Ben said.  
"Anti-Venom." The white-suited hero corrected.

"Anti-Venom. Edgy." He coughed. "So… alien costume?"

"Yeah."

Silence.

"How's the dry cleaning on that?" Grimm asked.

"Hand wash only."

Ben chuckled and then the conversation trailed off into silence again.

"So… Anyone have any idea what's going on?"

Grimm shrugged. "Tuesday at the Baxter Building. Well, except for the rage virus bit."

Anti-Venom shifted. "I swear to god, if the guy responsible for this is holding a 'hate-ray'…"

"Oh, god. I hope not. Those things are so campy. Like, is that even science?"

"Probably not."

Silence again.

"Five bucks says it's a guy called 'Psycho-Man'." Ben said.

Grimm snorted. "Really? That's cheesy. I'm in."

Forty-five seconds later, as the unmistakable figure of one Psycho-Man introduced himself as 'King Revka Temerlune Edifex Scyros the Third of Traan, Psychomancer Supreme' before launching into monologue, Ben tried not to smile too widely at the ever-loving blue-eyed Thing.

He still got flipped off.

* * *

Ellen wasn't feeling nearly as relaxed as the other two, fighting the urge to just launch herself at their opponent before he could get done with his speech and tear him to pieces.

Psycho-Man. Of course it would be Psycho-Man, with his magic mood control tablet and hordes of mind-controlled berserker minions and the fact that Ellen knew maybe five things about him, which was much less than she knew about the other possible options.

First of all, his name was Psycho-Man, thus proving that, yes, the man who mind controls people for shits and giggles is, in fact, a bad guy.

Second, he was designed by Jack Kirby. His design gave that away to anyone who knew who Jack Kirby was.

Thirdly, he was from the Microverse, which meant that the imposing figure in front of them was probably a very large mecha to the tiny midget man inside.

Fourth, he had a tablet-computer-ray gun thing that could make people feel three specific emotions; hate, fear, and doubt. This made the tiny midget man inside the mini-mecha very, very dangerous.

And fifth…

"Give up already. I'd like to have this over before lunch." Grimm said.

"I am afraid, golem, that you have gravely underestimated your situation."

"You're out-numbered, Psycho-Man." Reilly said. "Not to mention out-gunned, out-matched, and out of your mind."  
Psycho-Man smiled and pressed a button on his tablet. "You've failed to keep track of all the pieces, I'm afraid."

The floor rumbled, giving only the barest warning before the circle four-logo elevator disk was thrown upwards and into the ceiling. Susan Storm, eyes hazed over in red and her mouth set in a severe line levitated up from the hole, flinging the limp bodies of her brother and her boyfriend to the laboratory floor.

"I still have the higher ground." Psycho-Man finished.

"Susie?" Ben Grimm asked, staring up at his levitating teammate.

Susan sneered, an expression that didn't fit very well on her face. "Susan can't come to the phone right now, Ben. You can call me 'Malice'... at least before I destroy you."

Ben took a step forward before he was slammed into the floor by some irresistible unseen force, splintering the glossy flooring as the mountain made man sunk into a shallow crater. Reilly soon followed, slamming into a far wall at high speed before he crumpled to the floor.

Psycho-Man smirked, looking down at the final opposing piece standing. "Nicely done, pawn."

Ellen braced for a beating. Yup, Malice was sitting very comfortably at number five, the crumpled bodies of all that mildly inconvenienced her sitting not-so pretty at her feet. How'd they beat her the first time?

Oh right. They made her madder, which somehow broke the brainwashing before she broke their spines.

Definitely a good idea.

"Susan…" Ellen said.

A force field sliced through the computer behind Ellen as she dodged, barely warned in time by her spider-sense. Alright, time to switch gears and go classic. At least that would draw the attacks away from the others. Give them a chance to recover and figure out a better plan than the Indy she was getting ready to pull. "Malice, then. So are you scene or emo right now? Going to dye your hair, make your wardrobe nothing but black vinyl and spikes? Raid a Hot-Topic or two for trashy corsets and cheap leggings so you can brood sexily? I'm sure you can pull off the raccoon look easily enough, not being able to see yourself in the mirror probably plays merry havoc with your make-up skills…"

"DON'T PATRONIZE ME!" The Invisible Woman screamed as she scored the lab wall with the marks of a hundred unseen knives. "YOU DON'T KNOW WHAT IT'S LIKE, BEING THE CHICK OF THE TEAM! 'PROTECT SUSAN, LET ME DO THIS FOR YOU SUSAN, I DON'T THINK YOU'RE STRONG ENOUGH, SUSAN'! NEVER MIND THAT I HAVE MY FORCE FIELDS, NEVER MIND THAT I'VE TAKEN DOWN JUST AS MANY ENEMIES AS THE OTHERS."

Ellen filed the information away as she continued dancing along the ceiling of the lab. "Patronize? Me? I wouldn't dream of it, my dear. I'm just saying what everyone is thinking. 'Malice'? You sound like a fourteen year old who hasn't gotten a handle on puberty yet. Woe is me, nobody understands my unending hate for the world and all those in it, everybody hates me, I've had enough of this world, I'll show them… Face it, Susan, black eyes don't suit you!"

Another scream of rage, followed by a fireworks display of exploded scientific equipment. Psycho-Man gnashed his teeth behind his mask.  
"Malice! Squash the insect already!"

"Arachnid, Psycho-Man, you're supposed to be smart, being the cheap Doom knockoff that you are!" Ellen snapped back at the armored villain as she skittered over the damaged section of wall again. "With the man in the golden chrome mask pushing the buttons, you'll rebel to anything so long as it isn't challenging. Some superhero you are, Susan." Ellen sneered. "The little girl who has the gumption to call herself 'Malice' doesn't have enough spite in her soul to buck the control of a hack psychic who couldn't control a brain that wasn't drugged to the gills with hallucinogens. Hi-lar-i-ous."

The next force field was huge, an invisible wrecking ball that slammed Ellen into the wall hard enough to crack too many ribs to count in between the moment of impact and the shuddering of the structure as sunlight, bright white in comparison to the moody red glow of the emergency lights, flooded in as the wall crumbled, chunks falling away towards the street below.

While Anti-Venom's healing factor would ensure that she survived, Ellen could not say the same for that particular section of Reed Richard's lab. She sunk to the floor as the wall finally collapsed, drowning the world in light and – more importantly – fresh air fueled by the high winds reserved for high altitudes. Beneath her mask, Ellen Blake smirked, ignoring the pain as her ribs restructured in favor of launching herself at the temporarily blinded superhero.  
Just according to plan.

Well, the plan that she had cooked up in the five seconds between 'oh, shit, is that Malice, what do I do?' and 'oh fuck, it is, I hope to god this works' anyway.

First step; turn 'angry and ready to kill us all' into 'angry and willing to do anything to kill me specifically, regardless of property damage or ratio of effort to worth it'.

Done.

Second step; get her to break something important. Psycho-Man himself would have been ideal, but the wall was an acceptable second-place goal. Anything that would weaken the shiny one's grip on Susan Storm's psyche. The dispersal of the mind-altering substances still remaining in her system was exactly that so…

She pressed her hands into Susan's face, ignoring the invisible knives cutting into her arms and sides as she commanded the symbiote to 'purge'.

Check.

Ellen let herself drop to the floor as step two segued into step three.

And as with all step threes…

Susan's eyes cleared, the only red remaining a mere glint against her natural frigid blue. She blinked, looking around the room, first at the fallen forms of her teammates… and then at Psycho-Man. Ellen ignored the sudden gust of wind, instead watching Susan Storm's long blond hair whip around in its own personal maelstrom. She could have sworn that behind his mask, Psycho-Man's eyes were widening in realization tinged with fear.

Profit.

Susan raised a hand, slowly, silently, into the air and, after a small eternity encapsulated in a scant second, brought it down. An invisible force slammed the Psycho-Man into the floor, his armor ringing out in a hundred discordant tones as it came apart at the joints, held together by only shreds of machinery.

Hell hath no fury indeed.

The deed finally done, Susan dropped to the floor, scrambling over to her boyfriend's side. "Reed…"

He cracked an eye open. "Susan."

She smacked him. "YOU WERE FAKING?"

"Well, only towards the end, when you started wrecking my lab. I was unconscious before that." He tried to sit up, but only succeeded at melting into his girlfriend's lap. "And I seriously doubt I would have done any good in this state."

Johnny stood up cautiously, leaning against a ruined section of computer surface as he did so. "What I miss?"

"You missed a curbstomp, Johnny. A complete and utter curbstomp." Reilly squeaked as he pulled himself upright. "On an unrelated note, listen to your sister. She's scary when she wants to be."

Susan smirked. "Smart guy."

The Thing peeled himself out of his crater, groaning. "Geez, Susie. Use that move on Doom sometime, won't cha." He creaked upright and gave Ellen a look. "What's wrong with you?"

Mild concussion. Mass internal bleeding from a couple dozen invisible force knives making sushi of her insides. Migraine from assorted annoyances. "Just got my ass kicked. Not allowed to be tired?" She said, allowing her healing factor to work on the injuries. Thank god for alien superpowers.  
"Not in this biz, kid."

"Fuck."

Psycho-Man's broken form shuddered, shakily rising to its feet. Sparks shot out of a disjointed elbow and its head was stuck at an angle that would have been permanent paralysis in a human. One eye still glowed as its mechanical voice snarled.

"Fantasssss-tic Four… and other. Iiii will remember thiiiis. Indignity." It said, whirring through and around the words. "You would be wise to remember the name 'Psy-Psy-Psycho-Man', for…"

"'For it will be your doom'?" Johnny said, a fireball dancing on his fingers. "Dude, we throw down with Doctor Doom every other Saturday morning and he whips out that line. Every. Single. Time. Compared to him, you're Diet Doctor Pepper; flat, unoriginal, and bad tasting." He threw it at the robot's head, removing it clean from its shoulders. The golden face, locked in a grimace of hate, bounced off the floor three times with a loud 'clang'.

Everyone except for Ellen flinched before turning to stare at the Human Torch.

"That was _ **not**_ on purpose." Johnny yelled.

Something clinked in the armor, drawing everyone's attention back to it just in time to see a tiny version of the robot hop out and start running towards the wall, growing smaller and smaller before disappearing into nothing. There might have been a very small, very high-pitched scream of 'Doooom' following it.

"H.E.R.B.I.E., do you have visual confirmation that _that_ just happened?" Reed Richards asked.

"If you are referring to the tiny supervillain shrinking into another plane of reality, then yes, Doctor Richards, I do."  
"Tuesdays, am I right?" Grimm rumbled.

"It's Saturday." Ellen said.

"Same difference."

* * *

Ben Reilly watched as the strange spider-hero, Anti-Venom, swung away, apparently done with whatever business he had with the Fantastic Four. He turned away from the window and towards the elevator. "Suppose I should get going…"

Richards looked up from his smartphone. "You aren't quitting already, are you, Mr. Reilly?"

"Huh?"

The man known as Mr. Fantastic smirked. "While I'm a little put out about you not mentioning your superpowers on your resume, you handled yourself today much better than the usual lab assistants do. The job offer still stands." He held out his hand.

Ben blinked as he looked at the outstretched hand, and then he smiled. "Sure, why not?" He said as they shook on it.

* * *

Elsewhere, Peter Parker played with his new toy. This wouldn't have been such a big deal but for two facts.

One, he was Spider-Man. He was sixteen and had no driver's license.

And two, the 'toy' was a gift from Tony Stark. Namely, a set of powered armor that, as most of Stark's armors, could fly.

The issues with this were obvious.

"TONY STARK GAVE ME A THING. A BEAUTIFUL THING WITH ROCKET SHOES." Peter gushed as he haphazardly hovered around the room.

"Did he explain how to use them?" Ava asked.

"HE MIGHT HAVE BUT I WAS REALLY REALLY EXCITED ABOUT TONY STARK MAKING A THING FOR ME. ME!" He slammed into the ceiling.

"Are you collecting super-mentors like trading cards or something?" Luke asked.

* * *

 **Okay, another shorter chapter. While that means that it's up a lot sooner than a longer one would have been, it also might draw some complaints on account of relative shortness. I'm sorry if I disappoint, but Psycho-Man is kind of lame in physical combat and I didn't want a straight replay of the original Malice fight because Malice, like the little bit of her you saw in this chapter, is old-school cornball ham with a dash of 'nobody loves me' emo for seasoning. Plus, her ability to suffocate people… is not fair. She did probably use it on Johnny in the basement (because that is the most efficient way to put out a man on fire), but we didn't see that bit.**

 **Anyway, does anyone remember the notes at the end of chapter one? Well, guess what notes are now mostly bullshit?**

 **Yeah.**

 **Well, in better news, I actually have a list of future foes and a basic story plan for further original episodes (nothing concrete, I tend to crack under those kind of constraints). I've gone retro on quite a few of these, and deep into the obscure vaults of the Marvel Wikia (I could go deeper, but I'd likely never escape). Spins have been put on some to make them suck less.**

 **To the people who asked…**

 **I am not planning on Ben Reilly receiving a symbiote. If he did, it would be a temporary thing, like when it happened in canon in the 90's – see Spider-Carnage. To those of you curious about Ben Reilly in general, be warned that it was the 90's and therefore everything was really edgy and really cheesy and full of bad ideas like going into a virtual world to fight a computer program with a mullet and throwing down with a woman with kinky tentacle action on her side. Enter at your own risk.**

 **Harry Osborn will have exactly nada to do with either version of the Venom Symbiote, except maybe getting into conflict with the host of said symbiote. The same applies to either version of the Carnage Symbiote.**

 **The Black Cat may make an appearance in some original episodes further down the road, but it will not be in a 'shippy' way involving Spider-Man. I don't do shippy, not even when I really want to do it. /stares into the corner where I keep my Doctor Octopus stuff.**


	8. Tschausepp (Traffic Report 1)

It was a Monday midnight in Manhattan – so Tuesday on a technicality– and the weather was partially overcast, caught between a clear, moonlit night and the moody gloom of complete cloud coverage. The wind, though mild at street level, was at its normal intense gust higher up once it was past the roofs of the building that blocked it from going right through the ground pounders.

Of course, Ellen Blake was out in costume. It was a school night, she wasn't in the mood for homework, and Harry was grounded for failing to get his grades up. How he'd managed to escape getting grounded for the destruction of the Osborn penthouse the weekend before last was a mystery, but the presence of the alien goo-monster might have accounted for that.

None of those were valid excuses to be pulling these kind of hours, but this was her thing now. Living on the edge, fighting crime, spinning webs, keeping ungodly hours. Here, hanging from the highest ledge of the Chrysler Building, casually defying gravity to stick under one of the famous eagles on the sixty-first floor, Ellen looked down on the city of New York. Her city.

It was like looking at… the sky, in a twisted kind of way. The pollution, both from smog and light, drowned out the actual stars, but once she got high enough, a chart full of new constellations was there for her to behold, the comet trails of traffic running through the thoroughfares and side lanes shifting through the supernova known as Times Square.

She ignored the muffled sound of rap music, beeping horns, and other various distractions in the distance, instead staring focusing on the visual.

"Wow."

The moment was interrupted by helicopters buzzing past, the 'chop-chop' of the rotors drawing Ellen's attention. One was decked out in blue and white police paint while the other bore the red and gold Bugle logo on its side proudly.

She tagged the latter, quickly swinging up to stick to its underbelly.

The pilot swerved to the side slightly. "What the-"  
Ellen jerked her thumb at the police copter. "They have guns. You have cameras. Since I don't want to find out if I'm bulletproof, guess who I'm riding with?"

"Menace!" J. Jonah Jameson's unmistakable voice snapped over the radio. "Get off my helicopter!"

"Ai, ai, ai. In a minute." Ellen pinned the helicopter reporter with a stare. "What's going on?"

"M.C. Escher's car chase." The reporter deadpanned, apparently unimpressed with superheroes after working under Jameson. "Can't imagine how you missed it…"

"Waxing philosophical on top of the Chrysler Building." She said, scanning the street below. Cop car, cop car, rubbernecker, lemon yellow beater... "What's the make on the car- never mind."

The car, it could only be that one, was a black 1979 Trans-Am with sunset red windows and irregular white and red detailing – that looked suspiciously like spray-paint – on various parts of the body. This wouldn't have been of note save for two details. The spreading spider-design on its hood… and the fact that it was driving at a 90 degree angle, on the side of a building, thirty feet off the ground.

"If someone Venomized a Trans-Am, I am going to hurt them so bad." Ellen muttered before launching into the air, a small eternity of air time interrupted by the tug and swing of a well-placed webline. She swung after the wall-crawling car, trying to catch up with the speedster.

Unimpeded by traffic or traffic laws, the car sped on, leaving the pursuit in the dust. As the car reached the edge of the building, it jumped – hydraulics?! – clearing the gap easily before slamming into the face of the next building.

"Dude, that has got to be the sweetest ride I have seen this side of the Knowhere."

Ellen blinked, only looking to the side for a moment to catch sight of Nova flying alongside her. "Hello, space boy." She said, snapping fresh webline out ahead of her. "Thought S.H.I.E.L.D. was keeping you and your squad on a short leash."

Nova snorted. "Maybe I was on a secret mission to Latveria to capture Doctor Doom."

"Considering you aren't dead, I doubt it." She looked back at her target. The Trans-Am was getting away. "You strong enough to carry a person while you fly?"

"Gravity don't mean that much to me, why-?"

She twisted to the side and let go of her webline. "Catch."

"KRUTACKING-" Nova cut off as Ellen twisted around to crouch on his back, twisting his head to the side to snarl at her properly. "THIS IS YOUR PLAN? You're going to ride me like a pony?!"

"Your words, not mine." She said. "Plus, you can fly faster than I can swing."

"If my velocity starts to make you sweat, then just…"

"Don't let go, I know. Spider theme, remember?"

"Hold on then. Jerk." Nova's glow intensified, the only warning Ellen got before they abruptly accelerated. The lights of the street below blurred as they blitzed past traffic lights and neon signage, closing the gap between them and the wall-crawling Trans-Am. Ellen braced herself for her next move.

* * *

Agent Simon Pyle didn't know how he managed to draw the straw for this detail. S.H.I.E.L.D. occasionally handed out 'loser' assignments to those who'd committed transgressions too minor to merit formal punishment, but he hadn't really done anything of note lately. Well, besides the Hydra Coupe thing. Since they'd caught him before he'd even gotten the keys off the hook – really, the fact that he had loudly announced 'I'm taking the Skull's ride, who wants Burger King' before even making a move towards the keys made it less impressive –, Pyle had assumed that it didn't count.

Which meant that his being on 'vigilante observation duty' – aka, 'here's some equipment and a thermal blanket, sit on this roof, watch for spandex, and take note of colors ' – was either completely and utterly a matter of bad luck or a case of a superior agent reveling in some extreme petty action. At least they had given him a thermos of coffee…

He took a sip. His face flattened out into a grimace.

Decaf. Bad decaf. Barely warm bad decaf. The trifecta of evil, all in one mug.

Petty action it was.

He dumped it out on the roof, far away from the laptop – specifically wired not to allow for games or internet access – and the camera array. Like hell he was going to get in trouble for any backsplash ruining a thousand dollars of equipment.

The night promised to be a real snoozer –

An engine roared – a V8, if Pyle was hearing that right –, drawing the agent's attention to...

Agent Pyle blinked.

That was a superhero using another superhero as a flying surfboard, the two of them chasing after a 1979 Trans-Am that was running on a wall about sixty feet about street level.

"You don't see that every day." He murmured as he absently repositioned a camera to track the action better.

* * *

The gap was closing quick, Nova easily eating up the space between him and the wall-crawling car. Ellen braced for her next move. If she missed…

It was only fifteen feet away.

Well, the plan would have been suicide for anyone else. With Anti-Venom's healing factor, Ellen Blake would – one without powers might say 'regrettably' – survive, covered in glass shards, skid marks, and dark bruises that would be gone by the time school started.

Ten.

Still, there was only one way she could think of to stop that car. Literally the worst way.

Five.

Ellen leaped… just as the car swerved into a spin, leaving black tire marks on the glass of the building and its superhero pursuit grasping for a grip on air. She twisted, firing a webline behind her. She forced herself not to blink as her nose just touched the glass before she was thrown into the air again. The car had turned again, completing wild scribbling of black skid marks on the glass as it turned to face her again, its headlights blazing.

"Let's try that again."

Ellen aimed for the hood and the windshield, pulling back a fist to punch through the glass and pull out the son-of-a-bitch – Overdrive? The Tinkerer? Some other assclown with a wall-crawling car? – who'd led them on this merry chase around what had to be half of 42nd, Broadway, and half a dozen connecting streets.

What she got was the bumper and then the undercarriage as those hydraulics came into action again, lifting the nose of the car just high enough to catch her in the solar plexus. What happened after that…

Well, it looked like those bruises that Ellen was anticipating earlier would be present in force. A rather mild fate for someone who just got mowed down by a wall-crawling low-rider. She went limp as the Trans-Am pulped her limbs and ribs.

A long moment passed in between Ellen's exit from the underbelly of the beast and the black Trans-Am shooting forward as its main obstruction was cleared, the car narrowly dodging the blast of stellar energy Nova had thrown at it. That section of the building's glass face exploded outwards, following Ellen's downward arc. The car drove on unimpeded.

"NOT HELPING!" Ellen snapped at him as she snapped into action, newly repaired arms – joined by quickly materialized copies – whipping into frenzy as she spun a huge web, the tightly packed strands catching all but the smallest shards of glass that would otherwise be raining down on the scattering civilians below.

Nova scowled, throwing blast after blast after the wall-crawling car, each hit managing to miss, sometimes by mere millimeters, sometimes by margins of miles. Each blast forced Ellen to swing beneath, spinning huge swaths of webbing to keep the glass from damaging those below.

Ellen wondered if he was doing this on purpose, but dismissed the idea in favor of getting back to the lifesaving part of her job, following the fight as it rounded a corner.

Twenty minutes later, there was likely more dollars in damage than Ellen would make in a lifetime, a mass of webbing covering several streets, and no car. Oh, and no Nova to help deal with the annoyed police presence. Can't forget that, Ellen noted sourly.

"No, Officer, you don't need to get solvent, the webbing will dissolve into dust in a couple hours. Yes, I can fix it so when it does come apart, the glass doesn't just go on the street. I've got the time." Ellen pointed at the next person, a sandy-haired middle-aged man who looked like someone had snuck raw lemon juice into his pocket flask. "And you are?"

He flashed his badge. "Captain George Stacy."

Ellen's eyebrows went up behind her mask. "Really?"

"I'm not the one wearing a mask here, kid."

"Touché." She shifted to sit upright on top of the payphone booth she'd been dangling over. "So what can I do for you, Captain? Just so you know ahead of time, I don't do target practice unless I get treated to dinner first."

That got her an exasperated eye-roll. "What can you tell us about 'Crazy Eight'?" He asked.

The mercenary with the pool ball gimmick? Ellen thought he was a Spider-Girl exclusive. "Who?"

"The car you and… the other vigilante were pursuing."

Ah. Catchy. "Besides the fact that besides violating several traffic laws, it had no qualms about breaking the laws of physics?" She held up her hands defensively as Captain Stacy sent a scathing glare her way. "Cool your jets, I don't know anything about it except what I saw. Black Trans-Am, '79 make, white spider-decal, red mirrored windows, license plate AR4-2NA."

Captain Stacy raised an eyebrow as he tapped the number into his phone. "Got a good look at it?"

"Yeah." She shifted and stretched, letting her spine pop back into place. One of the nearby cops – a fresh faced rookie with a nametag that said 'Mulligan' – flinched at the sharp noise, though all the others ignored it. "Got a real eyeful when the thing chewed me up and shat me out the ass end."

"Language." Captain Stacy and Nick Fury said at the same time, the latter materializing out of the shadows just like the last time.

Ellen's eye twitched. "Getting real tired of you S.H.I.E.L.D. types." She muttered. George Stacy didn't look like he exactly disagreed with the sentiment either.

Bad enough that Coulson – currently principal of Midtown High and stalker of suspicious paperwork – was dogging her steps in her civilian life, but now Fury? She was beginning to regret her decision to hang around after the superfight.

The superspy ignored the barely-veiled annoyance directed at him. "You did okay, for a rookie. I know Nova can be a bit hard to work with…"

"Kid gets any more hardheaded, you can use him as a battering ram." Her eyes narrowed. "And speaking of 'rookies', get somebody to teach him how to lead a target. He didn't even scratch the paint on 'Crazy Eight'."

Fury folded his arms in front of his chest. "You teenagers get more obstinate every time I turn around. Is there any reason why there's white shit all over Broadway and 42nd?"

If Ellen's eyes could narrow any further, she'd be in the running for first prize in a Clint Eastwood impersonation contest. "I'm twenty-seven, _Ace_ , and I'm sure that the average New York emergency room has a distinct lack of vacancies for those injured by falling glass or otherwise." She looked over to Captain Stacy and shrugged. "Not to imply that you guys are inept or anything. It's just… New York."

"No offense taken." He said smoothly. "I know where I live."

Ellen nodded. "Now if you gentlemen don't mind, I'll be getting to work." With that, she shot out a webline and started tearing the glass filled webs down, dropping them into the large Damage Control dumpsters that had quickly arrived.

* * *

"Agent Pyle, what are your findings?"

Simon Pyle shifted uncomfortably under the gaze of one of the most powerful men in the world. "Director Fury, the footage speaks for itself…" He stammered.

Nick Fury leaned forward, leaning his elbows on his desk as his fingers – he'd probably killed a dozen people with each finger, Pyle realized in dull horror – clasped in front of his face. "The footage does have a lot to say, but if I wanted to depend on cameras, I wouldn't put eyes out in the field along with them. Now, what did you see?"

Pyle would have cut off his right hand just to keep it from reaching up to scratch the back of his head right then. "Sir, at approximately five minutes to midnight, I heard the sound of an engine – V8, good condition, no misfires at all –"

"Stay on topic."

"Sorry. I heard the engine, so I looked up and… I see the superhero in white…"

An image appeared on the crystalline face of the desk of a superhero in white with a black spider splayed across his front and red eyes glaring at something just out of the shot. "This one?" Fury asked.

Pyle nodded.

"Continue."

"So, I see this… guy, surfing on the back of the rocket kid…"  
"Nova." Fury supplied. "The rocket kid is Nova. This one is 'Anti-Venom'."

"Edgy." Pyle said with a thick swallow. "Anyway, they were chasing this car… 1979 Trans-Am, Special Edition, like in Smokey and the Bandit or Knight Rider, heavily modded if the hydraulics were…"

"You're getting off topic again, Agent Pyle."

Calm down, Pyle told himself, and don't start fanboying over cars until you are safely back in the garage where you belong. "The car was driving on the wall, sir. Unassisted. Anti-Venom and Nova were in pursuit, making use of Nova's flying ability to get as close to the vehicle as possible."

"What was their plan?"

Pyle bit the inside of his mouth. "I'm not a mindreader, but it looked like Anti-Venom's plan was to jump on or into the vehicle to disable it, but he missed on transfer." He paused long enough for Fury to make a gesture of 'get on with it'. Pyle got on with it. "The car did a 180 and ran Anti-Venom over, at which point Nova proceeded to open fire on the vehicle."

"Let me guess; he whiffed it."

"Hard, sir." Pyle agreed before realizing that, indeed, he had just heard Nick Fury, the god of all spies, talk casually and had gone with it out of reflex. "That is to say, Nova took over thirty-five shots at the subject known as 'Crazy Eight', all of which missed."

"And went on to destroy over a million dollars in glass."

Pyle winced. That was probably a lowball estimation of the damage costs. "Yes."

"And after that?" Fury asked.

"Anti-Venom followed the chase, spinning webs to keep the broken glass away from civilians rather than going after 'Crazy Eight' himself." It was kind of admirable, the fact that the guy had gotten run over by a car doing at least sixty and still gone on to save people's lives.  
"Any unusual powers displayed?"

"Cars don't normally drive on walls, sir." Pyle pointed out.

"By Anti-Venom."

"Oh." Pyle thought back to it. "Well, a healing factor or some kind of super durability, obviously, if he was still going after getting a face full of fender… I didn't get a clear view once he started shooting webs everywhere, but I could have sworn he had six arms at some point." They weren't there, of course, when Pyle had seen the hero cutting down his sticky white handiwork, but leaving out information, even shaky details like that, when the director specifically asked for it didn't seem like a particularly smart lifestyle choice.

Fury hmmed at that before gesturing to Pyle to get out.

Which he did. Gladly.

Also while making a break for one of S.H.I.E.L.D.s many break rooms.

He deserved hot, fully caffeinated coffee after the night he had.

* * *

Ellen Blake would have killed for some coffee.

Correction, she would have killed for some freshly ground, actual cream and sugar coffee. Minor larceny was closer to the level of what she was willing to do for the cheap, thrice-brewed goo of the teacher's lounge.

She sipped on the coffee, ignoring its semi-solid state as it went down. She only wanted it for the caffeine, anything to make the hours between here and home – wherever home was tonight – go a little bit smoother.

It was an hour before school would begin, though the doors were already open for the early birds. Teachers, extra-curricular enthusiasts, jocks who wanted to put an extra hour in on the weights, gossipers with no other place to go… And Ellen, who fit into the 'none of the above' box beneath the rest.

Technically, she wasn't supposed to be in the teacher's lounge, as she was neither faculty or visiting authority. On the other hand, nobody really cared. When Agent- _Principal_ Coulson walked in, raising an eyebrow at her presence, she simply raised one of her own.

You want to fight over this coffee, she thought at him, you are free to pry it from my cold, dead hands. "They're out of Donettes," was what she settled for saying.

Coulson attempted to pour himself a cup of coffee, only to stare at the glacial pace of the 'liquid' in the coffee pot as it oozed from its place of rest towards the lip. "I take it those were your plans for breakfast too." He said conversationally.

She scowled into her mug. So what if they were?

"Your paperwork also fails to mention a place of residence or guardians." He continued. "Considering your grades, it didn't surprise me that it hasn't been a problem so far, but…" He turned around, a cup of 'coffee' in his hands as he sat down across from her. "I do try to take care of my students."

"I take care of myself." She said. "I'm seventeen; that's good as an adult in the eyes of the state." Unless S.H.I.E.L.D. had somehow changed that overnight for the sake of inconveniencing everyone. She wouldn't be surprised.

"Mhmm. And you still avoid the question of your current address." He was completely ignoring the 'coffee' now, tapping away at his smartphone to either order a better coffee machine or – more likely – find some hole in Ellen's story.

"Because it's none of your business."

Coulson gave her a look that she remembered very well from the Marvel movies, one that usually said 'are you really going to play this game with me, Mr. Stark?' but was currently subbing in Ellen for the billionaire playboy philanthropist. "I'm your principal; it actually is my business. I am being paid money to look out for your welfare."

Damn his salient argument. "I'm not the 'sharing' type, Mr. Coulson." Ellen said, rising up from her seat. "And they're called 'personal issues' for a reason."

"So you are aware that there is a problem."

She fought the urge to turn around and continue the argument. "Goodbye, Mr. Coulson."

Forty minutes to take a shower, finish up her homework, and maybe, just maybe, get some social time in with Harry before school began.

Plenty of time.

* * *

 **You might have noticed that the whole first half of this chapter is riddled with My Chemical Romance lyrics (along with a few from the Spectacular Spider-Man theme, but those were mostly limited to the first few lines). This was mostly because I needed to set a good tempo for 'Crazy Eight', and the tempo was best expressed by MCR's Danger Days album (you might have noticed that 'Crazy Eight's car is a recolored version of the Dangercar – this is more obvious in the art that goes with this chapter on AO3). The lyrics just kinda… saturated the mental process and made their way into the dialogue.**

 **The next few chapters are going to be a juggle of Ellen's school and superlife, not always corresponding to the episodes of the show (it's just a flow of words sometimes), but I will try to keep the personal timeline straight.**

 **The strange word that Nova whipped out earlier? Totally legit space swear. Comics are wonderful.**

* * *

 **Alright, if it wasn't clear from earlier chapters, here's a rundown of Ellen Blake's stats.**

 **Ellen Blake**

 **Mental Age – 27**

 **Physical Age – 17**

 **Height – 5' 10" (very tall)**

 **Weight – 132 lbs.**

 **Cup Size – B (mostly on account of ribs rather than actual boobage).**

 **Living Conditions – Homeless (gets money off drug dealers she shuts down, showers at school, squats in abandoned buildings and empty apartments).**

 **Bonus Info – Ellen has enough of an identity to not get arrested, but almost no social support system and is, as noted, homeless.**

 **Symbiote – Anti-Venom**

 **Powers – Hoo boy this is a list…**

 **Organic webbing production (not infinite, but can make massive amounts of it to the point that it might as well be)**

 **Shapeshifting (can turn into clothes, produce false limbs, bulk up existing mass)**

 **Super-strength (affected by shapeshifting – more arms or more muscle mass)**

 **Super-reflexes / Super-speed (not breaking any speed limits but distinctly faster than the average human)**

 **Wall-crawling**

 **Camouflage (aided by shapeshifting, but does not conceal scent, heat-signature, or interactions with environment)**

 **Healing touch / Healing factor (can purge drugs from a human system, reorganize internal organs, cannot replace large amounts of lost mass or blood, nearly unkillable without utilizing the weaknesses of the symbiote)**

 **Latent empathic powers (can receive 'memories' via touch, copy some powers given a long duration – not that relevant)**

 **Weaknesses**

 **Sonics / Vibrating weapons destabilize the symbiote.**

 **Large amounts of fire is also bad (name one person who isn't Johnny Storm who likes being set on fire).  
**

 **Extreme acids and poisons are not good for Anti-Venom either (again, something nobody likes).  
**


	9. The Information Game (Taskmaster Part 1)

Golden eyes watched the recorded superfights – at least five different altercations, which was that much more fuel for his powers – with veiled interest from the twenty different angles provided by so many cameras hidden around the city. "So that's the target, huh? Spider-Man."

"Yes." Octavius murmured, shifting between the dull glow of the monitors and the concealing shadows, the light reflecting off his rig – life support, an iron lung if the rhythmic hiss of pumps was any indication – as he attempted to balance the fine line between invisibility and authority. Technically possible, but not a position easily taken. "My… employer will pay handsomely for Spider-Man's capture, Taskmaster."

So this was the man behind the Fightful Four's unexpected movements – the quartet had rarely exited the Fantastic Four's orbit, their sudden change in target had been unexpected, a wrench in his calculations that hadn't been fully accounted for until this moment – or at least the mouthpiece of the man behind the curtain. Taskmaster turned the focus of his attention back to the fight, though other parts of his mind were calculating more delicate maneuvers that had nothing to do with the superhero on screen. "A guy with four arms shouldn't have any trouble getting his hands on one little bug by himself, Octavius." He said smoothly.

"Yeah." Octavius didn't sound overly amused by the observation. "I don't get out much."

Taskmaster turned his focus back to the footage. "His moves I can master. My powers cover that." Among a thousand other things. "But the tech makes it trickier." The S.H.I.E.L.D. the occasional flash of gadget – too nice to be the toy of someone without backing, and Fury was incredibly unsubtle for a man regarded as one of the world's greatest spies – gave away would be a tipping point, depending on the terrain, and the number and competence of the agents. Still, he would have the same advantage as he always did. "No wonder your employer is eager." Any longer, Spider-Man would be drawn so far into Nick Fury's shadow that getting him out of it would be impossible.

Fury.

He punched the computer screen.

"Taskmaster!" Octavius snapped. "I have to pay for this equipment, you know."

"Ah." Taskmaster looked down at the shattered screen, catching sight of the Spider doing a backflip – two backflips in midair, the barest edge of human possibility – and imitated it. "So…"

"Midtown High. We've tracked him down to that location during school hours."

He looked back down at the camera, where the arachnid-themed superhero vaulted out of sight, likely swinging back to his handlers. "High school. Sounds… fun."

Octavius shifted back into the shadows, obviously trained to pick up on a dismissal when he heard one. "Try to contain your excitement." He murmured, the words almost entirely lost in between the mechanical hiss of his tentacles.

Beneath his mask, the mercenary smirked.

* * *

Eleanor Blake was an enigma.

Well, on paper, she wasn't. Phil Coulson had been through her school file – a highly varied piece of literature to be sure – and it – every barebones detail – was all accounted for. Seventeen years old, living alone – the address was a PO box, something that the spy recognized easily since he had one that was two rows down from it, but she was formally recognized as an adult by the state as she had pointed out –, with passable grades in all classes except for history and language arts, where she excelled, and a minor note that the girl had 'anti-social tendencies'.

That seemed like a bit of an understatement.

An ordinary principal would have tucked the file away and settled for giving the girl pointed looks every so often, relying on that tiny bit of intimidation to keep her in line. But Phil wasn't a normal principal. Something about her niggled at the back of his skull, tugging on the tripwires of a dozen instincts honed by years as an agent of S.H.I.E.L.D.

And, as an agent of S.H.I.E.L.D., he had certain resources that an ordinary principal didn't. He picked up his phone and pressed the call button.

"What is it this time, Coulson?" Fury sighed on the other end of the line. "We aren't going to call in legal to manipulate the state into getting more money for text books…"

"Actually, I was asking if I could request a background check on a student." Phil said.

"You suspect there's been a supervillain infiltration?" Fury asked, shifting directly into business mode.

Phil felt slightly stupid as he said no, though the feeling quickly segued into irritation as Fury asked him if he was wasting his time on purpose and then hung up.

"Guess I'll have to do things 'old-school' then." He muttered.

'Old-school spy work' boiled down to a few simple steps.

Watch. Wait. Follow. Check the records, question the witnesses, and test the waters.

Rinse, wash, repeat in any order or duration, all while following the first rule of spy work – don't get caught.

Coulson was allowed, nay, he was expected to watch the students during school hours, as a principal was permitted to stalk the halls at his pleasure, keeping an eye out for truant students and sleeping teachers. So if his wandering brought him within eye and earshot of Blake a handful of times during the day, it wasn't suspicious.

Following, in contrast, was nearly impossible once the pursuit broke free of Midtown High. Blake had a way of weaving through crowds that left her trail a tangled thread that only led to frustration. Luck, though, would have it that once Phil had properly surrendered the chase and sat down to coffee, there was – who else – Eleanor Blake on the other side of the glass, wholly ignorant of her observer as she walked – a languid pace compared to the hectic tempo she'd set earlier – down the sidewalk.

Coulson paid for his drink and resumed pursuit.

* * *

Ellen ignored the dull ache of her spider-sense – Anti-Venom was always picking up on something in the middle of the crowd these days, even if it was as simple as an unseen purse poodle with an attitude problem – as she made her way to her latest squat. Five stories up and – barely, for those not possessed of spider-powers – accessible by fire escape only, as the owner of the building had seen fit to lock the doors but not the windows before they had left, it was obvious that she was not the first person to blow through.

She jumped, the soles of her shoes seizing for a moment against the brickwork of the building as she gripped it just long enough to get a second burst of air and just enough height to grab the fire escape ladder. The metal shifted loose from its upright position with a small screech – Ellen might have oiled it if her residence in the building was more permanent, but it was too good of a warning system as it was –, dropping down to street level.

She climbed, occasionally tossing in the odd acrobatic movement as she scaled her make-shift iron jungle gym. Nothing flashy, nothing that would get the cops called on her – that had happened often enough for wholly mundane reasons –, but just enough fun to make her forget, for a moment, that the entire world was on her ass.

The sight of her current squat was enough to bring it rushing back.

The carpet was a filthy putrescent green shag, stiffened by years of dirt and anonymous particulates of organic origin, though at least a quarter of it was bleached white in some ill-advised attempt at cleaning – these sections were the softest, proving that once upon a time in the nineteen-seventies, this apartment had been livable conditions – and one corner had been burnt black by some long past and never corrected accident. The walls were a similarly inspiring beige, discolored in some areas by water damage or other, far more intentional acts.

There was no refrigerator, no running water, no electricity, and no bed, the last of which was fine with Ellen. If there had been a bed, she would have avoided it like an Algebra assignment, because – among Anti-Venom's other powers – she would automatically know exactly who did what on it and exactly what each biological stain was with but a passing glance. Without it and the knowledge associated with, she rested easier, gladly ignoring her homework – she could BS her way through it in the morning – in favor of catching up on much needed sleep and a small respite from the grim reality of her situation.

Below, Phil Coulson looked up at the window the girl had disappeared through, taking note of the location before he left. He'd seen enough for one evening.

As he exited the alleyway, his phone buzzed. He answered it quickly, only to pinch the bridge of his nose.  
"What do you mean, Coach Moleskin set off the field protections again?"

* * *

Peter Parker just liked being able to just go out and swing. The S.H.I.E.L.D. issue Spider-Cycle was cool and useful as hell – it had saved him a ton on webfluid already –, but there was a... peace to it. Like the meditation exercises that Peter would occasionally catch Iron Fist in the middle of, it allowed for a certain clarity of mind, far removed from reality as Peter transitioned between the tug and pull of his webs.

Well, at least until he ran out of webfluid or someone needed rescuing. But the temporary escapes were worth it.

Riding the Spider-Cycle was the exact opposite experience.

Every second on the bike pushed at the edges of Peter's awareness, forcing his attention to dance between three to four – sometimes, if he was especially unlucky and J. Jonah Jameson was feeling especially loud, six – different things at a time. Like now, chasing after Batroc up the side of a building. He had his attention flashing between Batroc, the windows – god forbid if one was actually open –, the controls – his growing familiarity with the machine did nothing to ease the gnawing thought of 'what if' –, and the loose workings of a plan to get the French pest thrown in prison for maybe the sixth time this month.

The only reasonable explanation for that kind of turnover rate that Peter could think of was an overzealous use of cardboard in patching the holes from the previous escape attempts.

He tagged Batroc's boot with a webline and gave it a sharp tug. "This should slow you up, you-"

What insult that would have followed was interrupted by Batroc pulling sharply to the left, pulling Peter clear of his ride. The Spider-Cycle would be fine, considering the auto-pilot function Conners had built into it after the first near-disastrous ride. Peter, on the other hand…

He slammed face first into the back of a billboard, where he stuck for a few seconds, face smooshed against the unforgiving metal. To add insult to injury, Batroc just had to chime in at that moment, "And the bug goes… splat!" Peter made a point to land on him, feet first, before sliding him headfirst into an air vent block. He spun on his heel…

And of course, White Tiger would be there.

"Spider-Man." She said, with such a distinct chill to her tone that it made Peter's spine stiffen automatically. "You missed training. Again. Nick Fury wants to talk to you."

"Any other Furys I've met?" He asked. "And, unless you somehow missed the very loud Frenchman in skintight purple and gold spandex here," Peter gestured at Batroc, who'd rolled over onto his back by this point, grimacing as he cradled his ribs – Peter didn't feel particular sympathetic –, "I am training. It's called 'practical experience'. When life gives you Batroc, make French –"

The word 'toast' was cut off by a vicious two-footed kick to the face – one that Peter would later find out was called a 'kick-up' or 'rising handspring' and incorporate into the messed up mishmash of martial arts moves that he called a fighting style – that Peter and his spider-sense should have seen coming a mile away.

It probably had, but the thing about antagonizing a feisty Latina superheroine with razor sharp claws and a seemingly pathological hate of delinquency was that that particular course action set off his spider-sense more often than not.

His thoughts were cut off as Batroc reentered his range of vision, head-butting him ass first into – what else – an electronic Daily Bugle billboard. Any thoughts on how distressingly common this scenario was were interrupted by the buzz of his communicator.  
"See what happens when you skip training?" White Tiger said.

"Actually, what I saw was what happens when I get distracted in the middle of a fight, but a little teamwork would have been nice too." He pulled himself out of the hole, ignoring the drone of Jameson's latest anti-Spider-Man rant as he spun a web to catch Batroc in mid-flight – why didn't he just do that at the start? Oh, right, because without something else – namely, one White-Tiger – to distract him, the guy would pull an impossible twist to get through a hole at the last miniute –, never noticing the cameras capturing his every movement. "See? A little teamwork goes a long way."

Ava didn't dignify that with a response before shutting off her communicator.

* * *

"So, all students should be on alert for suspicious activity, as there is currently a rumor circulating that Spider-Man attends this school, which means that there is a fair chance that we will have a repeat of the Frightful Four incident." Coulson droned. Ellen cast a glance at the repaired section of wall before lowering her aching head back into the shelter of her folded arms. The paint was a fair match for the rest of the cafeteria. She could barely tell that that spot had been a whole lot of hole less than a month ago. "All city campuses are on high alert, so if you see anything suspicious, report it to a faculty member immediately."

Parker slid through the doors to a fanfare of heckling from the athletic table before quickly scrambling over to their table. Harry was already there, as was MJ, both drinking in Coulson's PSA with very different reactions.

"Hey, chicks love superheroes." Harry said, the grin on his face wildly indicative of a zany scheme knocking around the gearbox of his brain. "If I spread the rumor that I was –"

"No." Ellen said without raising her head.

Mary Jane raised an eyebrow. "And have supervillains attack your apartment again?"

The grin slipped a little. "I'll admit, I hadn't reached the 'consequences' part of the plan yet."

"We talking Spider-Man over here?"

Ellen attempted to melt under the table without looking too obvious. Flash Thompson. Great.

Peter looked he shared the sentiment. "Flash. Go away." Not the exact phrasing that Ellen would have used. She would have preferred something that started with an F…

"As the president of the Spider-Man fan club," Flash gestured at his shirt – was that an iron-on Spidey face? – before shoving Peter over to make room for himself, "I am allowed to insert myself into all conversations concerning him."

"Have you considered inserting yourself into a dumpster?" Ellen asked.

"Thompson, Blake, Parker; pay attention." Coulson snapped. "Coach Moleskin will be out due to a freak accident after last night's game." He gestured to a man to his left – the substitute gym teacher, as evidenced by his dangerously short shorts, sweat bands, and shiny chrome whistle. "Mr. Yeager will be serving as your substitute until further notice."

Yeager stepped forward. "I look forward to the challenge of unlocking your… hidden talents." He said in an unexpected bass baritone. It didn't match with his wiry build, Ellen thought with a frown, and there was something unsettling about the man's golden – too yellow and sharp to be comfortably called hazel – eyes and the way they scanned the student body like a hawk picking out the weakest prey.

It fit his name too well. As an English Major – well, formerly an English Major, before this whole debacle had shunted Ellen back into high school hell – she knew how to pick out a meaningful name – Yeager, from 'Jaeger', the German word for 'hunter' and the name of an aquatic seabird known for its aggressive behavior – from a distance.

Of course, sometimes the cigar was just a cigar.

She made a point to watch him anyway.  
Like a hawk.

* * *

Gym class. The most despised of all American institutions. Ellen hadn't missed it after her first graduation, but, between the stress of civilian life and the rigors of her superhero career – she'd never expected to be knocking over drug dealers when she was fifteen, that was for sure – her tolerance for 'sheer stupidity' was at an all-time low. She punched another dodgeball, returning it to sender with a vengeance.

"El, stop slaughtering the football team." Harry joked as he ducked behind her. "We need them alive to justify the homecoming parties."

Ellen rolled her eyes. "High school."

He laughed. "Yeah."

The conversation was interrupted by the sharp shriek of a whistle. Yeager was standing in front of an obstacle course, the likes of which Ellen Blake had never ever seen before. A climbing wall, hanging tire, – was that a pool – and a dozen other things that seemed more fitting for a military boot camp than an American high school.

Well, Ellen supposed after the initial surprise faded a bit, it was an American high school full of superheroes with a S.H.I.E.L.D. agent for a principal and a potential supervillain for a gym teacher.

"I'm looking for finalists for the citywide athletic achievement contest." Yeager said, pacing in front of the group of students still standing after the dodgeball match. "The game before was just that – a game, so I didn't have to waste time weeding out the weakest of you. This… course, is very much the opposite. This is where I will find my top three." He gestured at the obstacle course. "I expect you all to push yourselves to the limit. Anything less than 110% is… unacceptable."

"You could learn something from him." Ellen heard Ayala hiss at Parker.

"Like what, how to creep people out?"

Any further whispers were interrupted as Yeager spun to face the crowd again. "Thompson! You're up." He said, clicking his timer as the blonde jock bolted, dead set on proving that his nickname hadn't been assigned for lack of substance.

The rest of the attempts went similarly, aside from Parker's laughable attempt – at least his attempts to hide his powers were better than his ability to hide his costume – which had left Yeager facepalming while Ellen smirked.

Ellen's own run was… average. She was a decent climber even without Anti-Venom's assistance and had the balance to match, which meant the only real challenges were the tire jump and the leaping pool – she hadn't managed to clear it, leaving her with wet footwear and the laughter of Flash Thompson in the background – which had bloated her time to an unimpressive three minutes forty-five seconds.

Yeager rolled his eyes. "The things I do for money… Anyway, I'll see three of you here tomorrow. Rand, Osborn, Thompson."

"Tomorrow is Saturday!" Rand protested.

"Glad to see you know the days of the week, Rand." The substitute gym teacher deadpanned as he walked off to the small office attached to the gym. "Now get out."

"What? Osborn? Rand?" Ayala seethed. "I totally aced that, and Osborn beats me out? Is it because I'm a girl?"

"Who knows?" Ellen said with a shrug. "Maybe 'Coach Yeager' is secretly a supervillain trying to uncover Spider-Man's secret identity by process of elimination. I can think of two readily apparent reasons why you wouldn't qualify for that."

Parker snorted. "Yeah, spandex doesn't do much to cover up those kind of features…"

Ayala smacked him upside the head before giving Ellen a dirty look.

Ellen stared back impassively, waiting until the other girl broke eye contact. Once that condition was met – when Peter waved his hand in between them, apparently checking to make sure that everyone was still home – , she turned on her heel and left, ignoring the squish-squeak of her waterlogged sneakers on the wood paneling. She hoped they'd dry out before school ended.

* * *

Coulson looked over Blake's file again. His own notes had increased the size of it by a considerable margin, though that was a mere improvement of it now being five pages rather than the original one.

Fact – Eleanor Blake was homeless, currently squatting in an abandoned – not condemned, for some reason – building in Alphabet City. He'd checked the records. The building had a reputation for suicides and mental breakdowns, going all the way back to the Seventies.

Fact – Eleanor Blake associated with all of three students at Midtown; Peter Parker, Harry Osborn, and Mary Jane Watson. All other interactions were transitory at best, with Blake more focused on the situation rather than the parties involved; ex: various confrontations with Thompson whenever his bullying activities entered her range of vision.

Fact – Eleanor Blake had been the subject of complaints for the last week. Falling asleep in class, inattentiveness, late assignments… the recent trend was odd, considering that she'd previously managed to keep her scores at a high enough level to justify her tutoring another student.

All the information felt like a drop in the ocean of possibility. There were too many unknowns with Blake. No family connections, no friendships outside of her rather limited circle… There was a birth certificate, records of attendance at other schools, but it was like the girl had been a ghost between kindergarten and her entry at Midtown. Not a single teacher at any of the schools on her record could remember her, even though her name was near the top of the attendance lists, and none of them could attest to the presence of a Blake family unit at any parent teacher conference.

All of this was leading up to two possibilities; the wholly mundane answer of 'some people just don't leave an impression', or a near perfect cover story carefully constructed by a master of the art.

Coulson had a very small, very troubling list of those capable of such a thing.

Something shifted behind him and the agent tensed, his hand shifting back to his gun.

The shadow drew closer, and Coulson saw a flash of gold in on the screen of his computer.

"Coulson." Taskmaster said.

Coulson dove to the side, dodging the chop strike. "Tony Masters." He said, drawing his gun. "Thought it was getting to be too long since our last dance."

"Did you think that something as simple as a train wreck would be enough to kill me?" The mercenary asked.

"Well, I had hoped that the pyroclastic cloud would have sealed it, but here you are." Coulson admitted as he fired four shots in quick succession at the villain. Taskmaster leaped over them, twisting around to deliver what could have been a deliberating kick to Coulson's throat had the agent not dodged at the last second.

"Yes, here I am." Taskmaster said, rolling back to his feet.

"Didn't take you for the kind to get personal, Masters." Coulson said. His automatic was feeling woefully inadequate in the face of a man with a thousand moves, but it would take precious moments that he simply didn't have to access any better weaponry. "Mercenary work is a cold, cold business after all."

"So's the best revenge, Coulson." Taskmaster said. "And who said this wasn't a business call?"

Something hard slammed into the back of Coulson's head, dropping him into darkness. Taskmaster slipped out of his combat stance, rolling his shoulders as his formerly hidden partner stepped halfway out of the shadows.

"The rest of my payment?" Deadpool asked as he cracked open the window.

"Already sent." Taskmaster said, picking Coulson off the ground. "I'm surprised you didn't kill him. Sentimentality doesn't get you far in this line of work."

"He saved me once, I repaid the favor." The younger mercenary said flippantly, not looking at the slumped agent behind him. "I take stuff like that seriously."

Taskmaster pressed Coulson's hand to the scanner and began perusing the various defense apps S.H.I.E.L.D had added to the school. "Unlike everything else."  
"Well, I take getting paid seriously." Deadpool said. "Did you hear about the time I broke into Doom's castle for $200–?"

"Wilson, everyone's heard of that one. You had a guy hack the Daily Bugle feed just so you could tell the whole city at once."

"Heheh. Good times, good times. Anyway, have fun with… whatever it is you're doing that is probably going to involve un-aliving a lot of people." With that, Deadpool disappeared into the night.

Taskmaster shook his head. "Probably did _too_ good of a job on that kid." He muttered before turning his attention back to the automated defense systems. Yes, these would be making his job a lot easier.

* * *

 **Alright, another split chapter (maybe I'll eventually just go back and fuse all the split sections into monster chapters so there isn't much of a divide).**

 **I'll admit, this chapter was a little hard to cook up because I have parts of the next two or three chapters filled out and I was trying to figure out how all those pieces should fit together. It's coming together, but it might take a little longer to get everything in gear.**

 **I made the Coulson versus Taskmaster fight an actual fight because, one, it was lame having Coulson taken out by a cheap excuse for a Vulcan nerve punch, and two, I wanted to. That's the great thing about writing fanfiction.**

 **Anyway, blah-blah-blah, enjoy the fic and feel free to submit your reviews.**


	10. The Imitation Game (Taskmaster Part 2)

The whir, thunk, and click of the cassette tape player was inescapable in the team bunk this Saturday morning. Sam hovered over his stereo, his tape recorder pressed up to the speakers as he tried to time the beginning of the next song just right.

Everyone on the team – the Young Avengers, some agents called them, though they didn't have any real designation other than 'The Team' – had their hobbies. Danny Rand had meditation and the occasional surfing excursion, Luke Cage occasionally dabbled in knitting – living with his grandmother had apparently resulted in the shared pastime –, Ava Ayala had romance novels...

Sam Alexander's was making mixtapes. Oh, his cooking probably counted as a hobby to those who hadn't heard his story about the nightmare of trying to find something edible that wasn't served squirming on Alpha Centauri 6 – it was an interesting story, so long as the listeners ignored the fact that an alien had kidnapped the kid and dumped him on a foreign planet at age twelve, where he probably would have died if he hadn't picked up a pointy helmet off a skeleton –, but his real thing was mixtapes.

Nobody knew who he made them for – some long-lost relative or a friend made in the far reaches of the cosmos that happened to still use the medium? – but every Saturday like clockwork, Sam Alexander would be at his stereo, working his way through recording a hand-scribbled playlist. There was a small box full of cassettes stuffed under his bunk, one for nearly every week that he'd spent under S.H.I.E.L.D.'s care, quietly gathering dust in anticipation of – what? Sam usually remained quiet on the matter, often shushing the questioner before moving on to the next song.

Ava normally ignored the habits of her roommates – she even enjoyed them sometimes, on the rare nights that Nova decided to try some weird college dorm-scented recipe he'd stumbled across online –, but it was impossible today. She looked back at her phone.

Eleven. Danny's been gone since seven.

That, she decides in the main bridge of some dance floor pop rock anthem that has vicious kick in the door punk lyrics hidden under bubblegum bright guitar chords and the kind of percussion set that matches the racing heartbeat of a young girl in a thrust into the brave new world of New York City on a Friday night, is far too long.

Ava Ayala might not be the fully trained spy that Coulson is, but she's picked up enough under his wing that the whole situation is setting off alarm bells.

She ducks out of the room and grabs her bag as she makes her way from the Team's civilian barracks – because it's just too obvious when four normal teenagers regularly come down from New York's own Castle in the Sky – to Midtown, her fingers flying through her phone's contacts.

Danny doesn't pick up – and neither does Coulson, something that worries her more than it should – and Ava knows that she needs backup.

Someone who knows how to deal with obvious traps.

Someone who knows how to adapt.

Someone who won't break the school.

Without hesitation, she dials Parker.

* * *

Ellen Blake's dreams were pleasant for once.

Instead of running blindly through the dark woods of the Pine Barrens, she was wandering through Central Park, though the grass was an inky greenish-black, the trees had become twisting spinal columns with branches best resembling human arm bones and red orange yellow leaves that burst out of skeletal hands like pompom bouquets, and the sun was like a cherry coal trapped in the charcoal grey of the sky – a fact that didn't change the fact that the lighting below was as normal as the waking world. This didn't bother her.

It was a dream, after all.

She was wearing white jeans and a white leather jacket – the spikes that studded the shoulders ached like phantom limbs –, a black t-shirt poking out from beneath like a splash of spilled ink. Beside her walked her dog.

In waking, she would have remembered that Cohen was over fifteen years dead – an incident with the front grill of a passing truck had killed the ancient – by dog standards, twenty was ancient –, cancer-ridden dog instantly – and that the husky had been black and white in the traditional order, instead of the red-eyed photo negative that walked at her side, but as she wasn't awake, she didn't comment.

It was a dream, after all.

They walked with aimless purpose along the winding path of water-slick slate stone, and Ellen watched with vague interest as red threads tangled into the branches above, going from a few spare strings to huge crimson webs that blocked out the bloody orange sun like sunset-stained clouds.

Anti-Cohen looks at the threads with the patented head tilt of canine curiosity and then bolts towards the center of the web, barking for Ellen to follow. She did.

It was a dream, after all.

The red web thickened, obliterating everything but the path immediately in front of Ellen from sight, leaving Ellen no option but to follow the wagging white black tail of her dog. Cohen barked again, his long lime-green tongue – some part of her mind stirred at that detail, subconsciously realizing that 'green' and 'tongue' in the same sentence was somehow wrong – wagging as he waited for his master to catch up to him.

Ellen did and once she'd given her faithful companion a good skritch behind the ears, she looked up and beheld.

The figure at the center of the web could be classified as 'feminine', though few would dare think of a femininity characterized by soft curves and a soft smile. She was bone thin and nut brown, the red strands of her web wrapped around her body like a sewn on dress – there are teases of a proper dress beneath, a black one that looks like the midnight sky – while her honey blonde hair dangled like the branches of a weeping willow. Upside down and completely bound, the only parts of her anatomy that seemed to have free movement were her six arms, which were going through the mindless motions of Cat's Cradle as their owner stared out blankly – her solidly black obsidian half-mask did not seem like it would allow for sight – at the exact spot where Ellen stood.

Ellen knows this. Ellen knows her. Ellen knows her name.

It was a dream, after all.

"Madame Web, I presume." She says, bowing. Respect the ones that make the prophecies, she remembers, and they might just word it so it makes sense.

The other one dips her head – up or down, it doesn't make sense but to Ellen's dreaming mind it does register as what it is – and her visor flashes and Ellen can see too many eyes and is it an illusion or a reflection of the dream – "As good a name as any." She murmurs, her voice brushing against Ellen's brain like spider webs caught on a breeze and carrying the spike of panic away. "Though I much prefer 'Charlotte'." She smiles, and the image changes again. Younger, less angular, more human, and – slightly more relevant to Ellen's mind – right-side up. It's only there for a moment before she reaches out and touches Ellen's forehead. "You have other concerns more pressing than what to call me at the moment."

Ellen's eyes widened as realization dawned, driving the colors of the world to white like spilled paint. "Wait-!"

The seer smiles and it's the last thing to fade. "What are you so worked up about? It was only a dream, after all. And it's time to wake up."

Ellen did, awake and aware like she'd been thrown into a swimming pool full of iced coffee, which was a far sight sharper than she'd felt ever since she'd started sleeping in the green-and-beige abandoned apartment. She doesn't focus on that though.

What she's focused on is the red threads that are tied to all the fingers of her right hand – six, two of them attached to her thumb –, stretched taut enough to remind her that there's something on the other end. She moved her hand, and the strings moved with it, proving that whatever they were attached to, it wasn't the wall on the other side of the room.

"Magic." Ellen muttered in annoyance as Anti-Venom slid up from beneath her clothes and over her face. She would have killed not to follow those threads…

But she did anyway, shooting out a webline as she started swinging after the phantom streaks of red.

* * *

Of course the threads would lead to Midtown High and, of course, Reilly would be there, kitted out in full costume. A variation on his classic Scarlet Spider look, one that didn't look like he'd just taken a red morph suit and ripped the sleeves off a blue hoodie, it looked remarkably similar to the Fantastic Four's... Ah.

Ellen shook her head, a small smirk spreading under her mask. How could the FF have so many broke episodes when Reed and Sue could just combine their talents to become the fiercest super-fashion house in New York?

"Red strings?" He asked as she landed, waggling his fingers. No strings were visible to her eye, but that was magic. The ones attached to her hand were still there, disappearing into the walls of Midtown High at various locations.  
"So 'Charlotte' visited you too." Ellen murmured, Anti-Venom sliding away from her face as she scanned the school through the doors. Dark, save for a few lights on in the classrooms.

This would have been normal save for the fact that Anti-Venom's spider-sense was screaming like her common sense did at the start of a horror movie.

"The fence is electrified too." Ben said, walking up to stand next to her. "And don't you think you should at least wait for a dramatic moment before unmasking in front of a perfect stranger?" He didn't say anything about the symbiote.

"Ben Reilly, the Scarlet Spider and the second person to hold the title of Spider-Man. You've worked at like two different coffee shops and you bleach your hair because you don't want to look too much like your brother." Ellen said as she pushed open the door. Unlocked. Another sign that something was amiss. "I'd hardly call you a stranger."

"No word on me not being perfect, though." He said, falling into step behind her as the front door closed behind them. "And who electrifies a fence and leaves a door unlocked? Seriously."

Ellen smirked. "Not a single syllable." She looked both ways down the hallways. Deserted. "And as to who… my money is on S.H.I.E.L.D. Anyway, Ellen Blake has more reason to be here than Anti-Venom."

"Formal introductions after the current disaster then?" Reilly said lightly as something in the depths of the school slammed.

One of the red threads was separate from the others and, while the others hurried around the building like whatever – Ellen was beginning to suspect that it was a 'whoever' from the distant sound of shouting – they were attached to was moving at high speed, it was motionless, pointing up towards…

"The principal's office." With that, she darted towards the stairs, bouncing off the walls to get up there faster. Anti-Venom's hidden influence was enough to manage that much without being in full display. Reilly followed, making no effort to conceal his abilities as he sprang off the walls like a super ball, the golden eyes of his mask flashing in the half-dark of the unilluminated stairwell.

Ellen scurried along the wax floor, skidding to a stop in front of the principal's office. She opened the door… And immediately shielded her eyes. "It's too early for this." She muttered.

Coulson twitched, somehow conscious despite dangling upside down over a vat of something green and fuming. "It's almost noon, Blake." He said, as if he wasn't stripped down to his underwear and suspended over a certain death.  
"It's a Saturday." She said, looking desperately at Reilly to… do something other than die laughing. She'd probably be a long time waiting, as the man was still half-bent over, the soft sounds of wheezing and muffled laughter keeping any commentary at bay.

"The point still stands." Coulson said, apparently not noticing that Ellen's attention was elsewhere.

"You're not my dad or in a position to be lecturing me about… whatever!" She threw her hands in the air as she moved into the room and started thinking. Coulson didn't look any worse for the wear, so the fumes couldn't be anything too powerful. The size of the acid bath – the thing was too supervillain for her – would be a problem, unless…

Her thoughts were interrupted by a series of quiet 'thwips'. Ellen looked up.

Reilly, finally over his case of the chortles, had spun a net below Coulson before jumping up to the ceiling. The agent of S.H.I.E.L.D. stared, only his wide eyes giving away the basic flavor of his thoughts. Some variation on '404 – connection cannot be made', Ellen supposed.

The moment passed quickly as Coulson schooled his expression into his usual unamused frown. "And you are?" He asked.

"Trespassing. Already graduated. Not touching a S.H.I.E.L.D. agent with a ten foot pole if I can help it." Reilly snapped part of the web, allowing Coulson to roll down to the safety of the floor. "But if you must have a name… The Scarlet Spider works well enough."

Coulson rubbed his wrists as soon as Ellen had freed them from the bindings. "Original." He noted dryly.

Reilly shrugged, apparently not the least bothered by the sight of people in their underwear. On second thought, Ellen realized that was pretty much half of the superhero population in some way or the other. "Got it from a reporter I saved from a mugging one time." He said, dropping back down to the floor, "They're unimaginative like that."

Ellen rolled her eyes, trying not to look over interested in her right hand. One of the strings had disappeared – the one wrapped around her index finger , while the rest were still blisteringly present and still running around the school wildly–, the red trail no longer leading to Coulson, who was pulling his clothes back on.

"What's going on?" Ellen asked, wincing as something else crashed.

"Supervillain. Thinks Spider-Man goes to Midtown, so he decided to… take us over for the weekend."  
"Was it the substitute gym teacher?" Ellen asked before throwing her hands up defensively. "What, I guessed it right when the guy introduced himself. Should have picked an alias that wasn't a predatory bird…"

Coulson rubbed his eyes. "Blake… this is Taskmaster. He's a…"

"Combat chameleon. Mercenary. Spy. Assassin. Copies people's moves and makes a killing off training junior assassins." She answered, ignoring Coulson's grimace in favor of scratching the side of her face. "I'm well-read."

"His existence is considered an underworld secret…"

"Which would have been better kept if he didn't wear a cape, spandex, and a freaking skull mask to work every day." Reilly finished.

Someone screamed. Ellen knew that scream well – she'd first heard it during a B-movie marathon and teased the one who'd made it vigorously over its wavering high pitch. "Harry!" She darted out of the room, Reilly hot on her heels as she raced through the halls after the wavering noise. Anti-Venom writhed under her clothes, but she forced it down as she followed the red threads.

* * *

Harry Osborn ran through the halls, trying to keep focused on where he was going, rather than on Flash's choking sobs. If he wasn't careful, he'd just end up going around in circles and then the man in the mask – he wasn't sure if he was an actual phantom or just some kind of freaky ninja – would catch them.

Not that the guy needed any help. The skull faced man descended from the ceiling, cutting off their escape. Rand slipped between them, sliding into a fighting stance as their pursuer stared, golden eyes unblinking.

"Going to play the hero without putting on your mask?" He said – Harry swore that he'd heard that voice before, but where had he heard a voice that sounded like Death slamming a leaden coffin lid shut with a one-liner? – mockingly. "Though, of the three of you, I did have you as my top choice for him."

Him?

Who was 'him'?

Harry's thoughts blurred as the fight started, Rand's legs flashing out in lightning strikes as the caped phantom dodged and weaved, golden eyes never leaving Rand's face as the two danced in deadly synchronization, punches and palms strikes interchanged at speeds Harry could barely follow, much less predict the path of.

"Never pegged surfer-boy Dan for a Bruce Lee clone." Flash murmured in a tone of near reverence. Of course a display of physical prowess would impress the jock, though Harry was hard pressed not to be awed himself.

Danny spun around for a flying roundhouse, eyes widening as he looked at the onlookers. "Get out of here!" He yelled.

The distraction was enough for the masked man, who dodged the kick, twisting the martial artist's leg until his momentum died and left Danny to crash to the linoleum. He slammed his foot into the downed boy's head – the crack was sickening, and the way that Danny had gone limp after was even less comforting – before turning golden eyes on the remaining pair.

"So it wasn't Rand." He said casually, as if he wasn't wearing a skull mask and he hadn't just killed a kid and as if he hadn't just drawn a combat knife from one of the pouches on his belt, the blade dancing between his fingers like a deadly butterfly as the assassin walked towards them, each footstep deafening in the dark. "So who is it? Which one of you is Spider-Man? Osborn? Thompson?"

"How about 'D' for none of the above?" A red and blue blur said as it kicked the skull faced ninja into a set of lockers. The metal crumpled like newspaper around the villain's body, though he quickly pulled himself out of the scrap like it was less than an annoyance. Golden eyes flashed dangerously –

And were covered by a splatter of white webbing.  
"Didn't your momma tell you that it's rude to stare at people?" Another – Another? How many Spider-Men were there? – Spider-Man said as he dropped down from the ceiling. This one was wearing a blue hood, and his mask had golden eyes that shone in the near-dark like coals.

"What is it with me and copycats?" The first Spider-Man asked, ignoring the assassin who wasn't even close to out for the count.

"I'm sorry, did you trademark all things eight-legged and arachnid while I wasn't looking?" The second asked, dodging a blindly thrown locker door, ripping from its hinges by the villain. "Excuse me, Tasky, but can't you see we're in the middle of a- oh wait, you can't. My bad."

Someone pulled Harry to the side, narrowly saving him from being smashed by the far-flying attack. "El?" He asked, looking up at the bleach-blonde girl, who was watching the fight with a hard focus that he associated more with his father than his friend. "What are you doing –?"

"Saving your butt, what else?" Ellen snapped, shoving both him and Flash out of the way of another carelessly thrown attack, this one a thrown sword, of all things. "Now, in the name of common sense, run!"

* * *

Ava tried not to freak out. She was a S.H.I.E.L.D. agent – no she wasn't, she was a trainee at best –, she was trained for this – on paper, maybe, but not here, she wasn't –, she knew the risks – again, she'd known but reality was kicking in that idea like a rotted out door –, she needed to keep a level head. She knelt down next to Danny and pressed her fingers to his neck, mindful of the sharp claws of her gloves. Nothing. She swallowed, and move her hands again.

A pulse. Somewhat erratic and slowly slowing to a normal sedate pace, but it was undeniably there.

She let out the breath she didn't realize she was holding before looking back up at the fight. Taskmaster was managing to juggle both of his opponents, though fighting two Spider-Men at once – Ava didn't even want to know how that had happened – was obviously taxing the mercenary's ability to keep up.

The other Spider-Man wasn't afraid to push the mercenary's powers further, pulling off flips and bends just a hair outside of the realm of human possibility, moves that made Ava's back twinge just to witness, all while keeping up a stream of banter with both Taskmaster and Parker.

Still, it was only a matter of time until Parker slipped up and gave Taskmaster an opening. Danny was stable for now – at least he was alive, which moved 'First Aid' up Ava's personal To-Do list to a near top position – and Taskmaster's back was wide open. Ava flexed her claws, sparks of electricity flashing for a moment before she darted forward.

"Decide to join in, pussycat?" The not-Parker Spider-Man said as he twisted out of the path of her attack. Taskmaster managed the same at the last moment, though he lost a fair portion of cape in the process. "This dance floor is getting a little crowded, I think."

"And that, students, is why prom takes place in the gym." Parker said, twisting around a vicious kick, before leaning back to whisper to Ava. "Tiger, are you pondering what I'm pondering?"

She ducked under a constellation of ninja stars, taking Parker down with her. "I don't think calling an airstrike on the school is either practical or even sort of realistic right now, Spidey."

"No, no." He said, pulling her up the wall and out of the way of a pit trap that had opened up in the floor, somehow failing to inconvenience anyone. "I was thinking we relocate this ballroom blitz and pick the set list for ourselves."

A moment of confusion fuzzed Ava's mind and then… "Oh! Oh." She smirked, the expression hidden under her mask but fully evident in her tone. "That _is_ good."

"Always with the note of surprise." Parker grumbled good-naturedly, swinging her over to stable footing, scrambling out of the way of the other Spider-Man as he was flung across the room. "The mask goes on and that 4.0 grade point average just disappears."

The conversation was interrupted as the other Spider-Man was thrown across the room, slamming through the stair access door and out of sight.

"I'm really starting to hate you little punks." Taskmaster said as he walked towards them, not quite fully hiding the way that he was favoring the left side of his body. His mask was nearly cracked in half, one golden eye obscured by a broken lens. In his hands he held an energy rifle, the S.H.I.E.L.D. logo printed clearly on the side while the barrel smoked slightly. "Unfortunately for you… Fury has left some extremely age-inappropriate toys lying around this building. Just one more of his many bad judgement calls, I'd say." With that, the mercenary leveled the barrel at the two super-powered teens.

"Lozersaizwhut." Parker coughed.  
"What?"

White web fluid slammed over the barrel of the energy rifle, shoving the shot back into the sensitive innards of the machine. "Works every time." Spidey said.  
Ava gave him a withering look, one of few expressions properly conveyed by her mask. "Really?"

"Well, not 'every' every time, but y'know… Come on, at least give me my one-liners."

The smoke parted, revealing the battered yet still upright form of Taskmaster. He looked up at the pair, revealing that his mask had finally given up the ghost, only a few stray scraps of it – likely the parts that had kept it anchored – remaining, along with one of the eyepieces. This small remainder was not enough to disguise his face.

"Coach Yeager?!" Ava and Peter exclaimed.

The gym teacher's lip curled into a sneer. "You're obviously both newbies to the spy game, not even suspecting the substitute teacher. Stupid kids." He threw away the ruined energy rifle. "Makes my job a lot easier, though." He pulled a pair of knives out of his utility belt, twisting them into a reverse grip before he lunged at the pair.

* * *

Taskmaster – 'Tony Masters' was a well-worn alias, used because it was within the realm of expectation and it was a whole lot less attention grabbing than putting 'Taskmaster' on all of his business card – calculated his situation.

His first layer of cover was blown. He'd expected that, possibly counted on it in one of his many secondary plans, but it was still a small sting to his professional pride. That, however was trivial, and he discarded it in favor of other details.

There were unexpected players on the board. The tiger girl and the Spider-Man knockoff – he almost hesitated to call the superhero a 'knockoff' as his skills were infinitely more polished than his target's but seniority won out in the end – had certainly spanners in the works, along with the revelation that Rand was actually skilled in the martial arts. It was almost a pity, roughhousing the boy like that, but he'd likely live to learn from the experience.

His personal armory was nearly spent – only his holdout gun, some throwing knives, and a smoke grenade were left, though those would prove enough if it came to him 'exiting stage left' sans pursuit by bear –, and someone – most likely Coulson, if someone had let him out of Taskmaster's trap – had locked up the S.H.I.E.L.D. arms, removing another precious resource from play. It wouldn't be long before the building itself would turn against the mercenary, making a relatively cushy job into an exceedingly troublesome one.

One last attempt, he decided, before calling on a tactical retreat.

This time, it wasn't nearly as easy to track his targets. There was no sharp slap of sneakers on linoleum, no screaming, no panting, nothing other than the occasional 'whoosh' of displaced air. Taskmaster was actually running into a situation half-blind.

Another soft breeze, heading in the direction of the gym, met his ears. Beneath the latex mask of 'Coach Yeager' – copied from an old exercise video that had collected more dust than it had sales –, he grinned. "You're only prolonging the inevitable, Spider." He rumbled, eyes scanning the dark hallway for any trace of movement. "And my contract doesn't cover the condition I deliver you in. Only that it gets done."

"Big talk for a man with a pornstache." Spider-Man said before his head vanished through the swinging gym doors, narrowly avoiding impalement via throwing knife. "So far, I'm not terribly impressed."

Taskmaster rolled through the door, only to be greeted by darkness. Trap, he realized as the doors locked behind him.

"So you're a McNinja Sasuke… or Itachi?" Spider-Man's voice echoed in the gym, giving the mercenary no hints as to the superheroes location. "Maybe Tobi… do you consider yourself a 'good boy', Tasky?"

"Not hardly." His nightvision would make short work of this game… Taskmaster's fingers twitched as he touched all of nothing. His mask, complete with the nightvision lenses, had been broken long before he'd reached this floor, and he'd failed to notice because the mask was designed not to obscure his vision.

Spider-Man had checked him without him even realizing. The mercenary chuckled. "Well played, Spider." He said, accessing his memory of the gym. "But you forgot…"

"Your photographic memory?" The girl asked as she kicked him into the wall-climb.

"Oh, we remembered." Spider-Man called as Taskmaster reached for the sawhorse… and missed entirely. "I guess it only works if everything is just as you left it…"

Which it wasn't, Taskmaster realized, taking a glancing strike from the girl – he twitched away from her claws, knowing that a single strike from them would shock him into unconsciousness or worse–

The electrified strike came from behind, breaking off his train of thought before kicking him into the bleachers. Wood splintered, driving into Taskmaster's skin as someone webbed him down. The lights came back on, revealing…

Taskmaster smirked as he saw the superheroes, each wearing the other's equipment. Behind them, the civilians – so easily dismissed, and never wisely ignored – manning the light switch panel.

Checkmate. He smirked, despite his situation.

"Good game, Spider." Taskmaster said, clicking the emergency release of his smoke bombs. "I'm looking forward to the next round."

Smoke obliterated the scene, and he escaped. Discretion was the better half of valor, anyway.

* * *

Coulson watched the two standing members of his team mill around, even as the small camera crew interviewed Osborn and Thompson. Rand was getting medical care for his concussion – apparently being an 'Immortal Weapon' didn't confer invincibility – and Blake had vanished as soon as everyone was confirmed as being alright.

The girl attracted more and more questions to her and never answered any of them. Her unimpressed reaction with events, the classified information so nonchalantly shared, her casual association with this 'Scarlet Spider'…

He shook his head. The whole day was raising unpleasant questions.

Who had hired Taskmaster to come after Spider-Man? Not even an assassination mission, but with the goal to capture. The mercenary had no particular love for Hydra, though…

Coulson's phone buzzed. "Coulson here."

"Coulson." Fury said. "Status report?"  
"Iron Fist's going to be out for a few days, there's a bit of damage to the school, a new spider in the web…" He shrugged. "Other than that, Taskmaster didn't get what he came for."

"And you know what that is?"

"Either Spider-Man's secret identity or Spider-Man himself."

"Yet he came to Midtown to do it." The director noted darkly. "Anti-Venom show up?"

"No. A guy by the name of 'Scarlet Spider' did though."

The sound of plastic crunching could be heard on the other end of the line, which Coulson could only guess was the sound of Fury's phone dying. "What."

* * *

 **Woo, this one took a while. Mostly because I got halfway through the Taskmaster fight and realized I didn't know who should take it over after that. Obviously, that problem's been hammered out already, else I wouldn't have posted.**

 **Anyway, a big kudos to those who leave the reviews as always, I'll try to get the next chapter up before too long (I already have a fair section of it done already, as is the same with some other bits, but hey, who knows).**


	11. Marvel Double Feature

**Chemical Attractions**

* * *

The Steranko Scientific Symposium could have easily been explained away as the bastard child of a charity ball and a science fair with a Stark Industries sponsored liquor bar. CEOs, socialites, geniuses, and everything in between dotted the floor, all dressed in their Sunday night best, each with their own goal in mind. Some were there to snap up promising and, more importantly, unaffiliated talents for their R&D departments, some were there to test each other's math over martinis, and others were there because there was simply no other fun to have on that particular Sunday night.

Ben Reilly was part of a fourth camp; the entourage. While the Fantastic Four were regulars at these kind of events, tonight half of the team had front row seats to a Knicks game. Which left the spare ticket – Johnny Storm was banned from the event this year – to Reed's newest assistant. Which had meant… shopping, because saying 'why don't I just borrow something from Johnny's closet, I'm sure it will fit' was as close to blasphemy as one could get in the presence of Susan Storm.

Now wearing a slim-fit suit with a price tag that had likely outstripped the sum earnings of every job Ben had held to date – not counting the extremely cushy paycheck that came from being Reed Richards' longest lasting organic lab assistant to date –, he was following a few steps behind Reed and Sue for wont of anything better to do. Once the punch bowl made its location clear, he'd be hovering over by that and attempting to disappear into the wallpaper.

"Reed."

Ben snapped out of his thoughts at the sultry voice. It wasn't directed towards him, but it was difficult to ignore that plunging neckline.  
Reed, to his credit, only coughed once before riveting his eyes to the brunette's face. "Alyssa." He said.

Susan's grip on his arm visibly tightened. Ben wondered if he should step back or grab some popcorn. "Susan." Alyssa Moy said smoothly. "Still modelling? I would think it would have been difficult to top that Playboy cover issue back in…" She tapped her chin. "2005?"

"It was the Sports Illustrated Swimsuit issue in 2007, Alyssa." Susan smiled, an expression that looked as welcoming as a bouquet of poisonous flowers. "How are those student loans coming along? I wouldn't know, since the modelling paid those off years ago."

Reed carefully extricated himself from his girlfriend's grip, tip-toeing away… at which point he ran into an invisible force field and pulled back into the middle.

Ben Reilly turned away, only to bump into Tony Stark. The billionaire playboy philanthropist looked over the scene. "I've got to say, Reed, when you organize a catfight…"  
"I did not–"

Stark ignored him. "… you can really pick out the kittens. Meow."

Two sets of eyes turned to fix on him with greater annoyance than they had held for each other. Without a twitch, Stark raised his glass, knocked back the rest of his bourbon, deposited the empty glass on the serving plate of a passing waiter, and held out his arms.

"Do with me what you will. I regret nothing."  
At the behest of his spider-sense, Ben scuttled out of the blast zone.

Norman Osborn – Ben would be hard-pressed not to recognize the man, different hairstyle aside – looked over the scene with a sneer on his face and a full glass of bourbon in his hand. "I'd swear, these people act the same age as my son." He muttered, before noticing Ben's presence. "I don't believe we've been introduced. I'm –"

"Norman Osborn, CEO of Oscorp." Ben said, carefully accepting the handshake. While there didn't seem to be a Green Goblin in this reality, he was never going to fully relax around Norman. "Ben Reilly. I'm Dr. Richards' lab assistant."

"Really? I'm always looking for fresh talent myself…"

"Looking to replace me already, Norman?" A tall, sallow man with shoulder length black hair asked as he walked up behind the businessman, a sprig of celery standing at attention in the center of his Bloody Mary. He nodded at Ben. "Michael Morbius."

Ben smiled. "I've heard about you. Didn't you win a prize for your work in biochemistry?"

"Yes, a Nobel prize." Morbius said. "I work hard, and that hard work was rewarded. Such is the way of science."

"Generously, I might add." Norman said, though he was ignored as Morbius wandered off to talk with an attractive blonde.

Ben held up his hands. "I'm perfectly happy working for the Fantastic Four, thank you very much." He said. "Do you know where the punch bowl is? Every drink I see in here has been alcoholic, but…"  
Norman smiled. "But you aren't the type to partake?" When Ben shrugged, the businessman gestured to the east end of the ballroom. "I believe the non-alcoholic fare is that way, Mr. Reilly. And, please, do keep my offer in mind."

Oh, he would. He'd keep it in the corner of his mind that was home to the rest of the various offers given to him by countless other supervillains over the years, tucked right in between 'we can rule together' and 'I can give you what you want so long as you look the other way this one time'. For now, Ben Reilly just smiled. "Thank you, Mr. Osborn."

The businessman nodded and disappeared into the crowd, once more on the prowl for promising talent. Ben let his smile drop, rolling out his shoulders as he turned in the offered direction…

Only to find himself being studied by a tall black man whose presence was only made all the more jarring by complete lack of formalwear – was that this universe's version of the S.H.I.E.L.D. standard spandex? – and a long leather coat. The eyepatch and the scars radiating out from under it only reinforced the warning bells his spider-sense was ringing.

"I'm just running into all kinds of scary people this evening, aren't I?" Ben asked.

The man cracked a small smirk. "Smart kid. So you work for Richards."

"Always with the note of surprise. It's not like I'm fifteen." If he wanted to get technical, Ben was only five. Just one more benefit of Miles Warren's cloning process.

That got him a snort. "Sure, sure. If you're under thirty, you're a kid to me."

"Fair enough." Ben said. "Now, if you don't mind, I have a punch bowl to lurk by until this party is over."

The man stepped to the side, allowing Ben to pass under his watchful eye. Ben tried not to react to the attention focused on the back of his head, even as other party goers parted around him like he had just been marked by Death herself.

* * *

Ten minutes later saw Ben Reilly leaning against the wall, fifteen feet away from the punchbowl, waiting for a supervillain to attack the party so he'd have an excuse to leave.

It wasn't an unpleasant party. Curtis Conners had stopped by to chatter endlessly at him – apparently in this universe he'd taken up with technology and engineering rather than herpetology and genetics, and come out with a particularly high pitch brand of enthusiasm and both arms intact – before being collected by the eye-patched man from earlier, Tony Stark had proven himself to be entertainment from half-across the room, and the punch itself wasn't half-bad.

But in between those points of interest, there was nothing but awkward silence and waiting for Reed or Sue to materialize and tell him that they were leaving. So far, they hadn't, and Ben would catch glimpses of Susan chatting with other well-dressed women over champagne or Reed explaining some theory of his with exaggerated hand gestures – the fact that his powers lent themselves to cartoonish levels of such made it very easy to find the man publicly known as 'Mr. Fantastic' – while on-lookers either nodded or attempted to escape without being noticed. Neither of them looked like they were ready to leave any time soon.

A blonde girl – a shockingly pretty blonde in a deep purple minidress that was covered in a fireworks display of sequins and beads – took up position on the wall a few feet away from him. Ignoring the tickle of familiarity at the back of his brain, he glanced over to her.

A moment of silence passed.

"Nice dress." Ben said awkwardly.

"Thanks." She said, pausing just long enough to make Ben sweat. "I like your suit."

"It's Gucci." At least Susan had told him that was the correct answer to give when someone asked.

"You like the brand?"

Ben looked down at it. It was a slim fit, in mulberry red, and he hadn't worn a tie with it. He could probably pull off half of his usual moves in it, though the more extreme gymnastics would destroy it all. "I like that it has pockets." He said lamely.

"Always important."  
"The price tag was kind of scary, but my boss insisted."

The blonde tilted her head. "And which of the big names do you work for, Mr. Bottle Blonde?"

"Well, this is about the twentieth time I've said it tonight, but I work with Reed Richards."

"Reed Richards, the modern absent-minded professor, made you buy a Gucci suit."

Ben smiled ruefully. "Did I say he was the boss? No, Susan's the one who insisted on Gucci."

That earned him a laugh. "Smart and funny. What's your name, faux-blondie?"

Ben stuck out a hand. "Ben Reilly, FF lab rat. What's yours, Miss Legally Blonde?"

She shook it. "Gwen Stacy. Oscorp intern."

* * *

 **The View From Shadowland**

* * *

The city sparkled like a cache of scattered diamonds, perfectly cut and polished, in a black velvet jewel box, strands of find gold chain marking out streets and rings the odd turn around while other larger stones marked out places of wealth and substance. New York was a treasure trove, one just waiting to be plundered by the right kind of thief.

A large man with a subtle hand certainly qualified for the job.

Wilson Fisk was never a small man in any sense of the word. He was huge, almost as wide as he was tall, which was large enough to make entering the average house an exercise in impossibility, with hands the size of manhole covers. This fact, due to a combination of luck, genetics, and years of rigorous physical training that turned every ounce of baby fat into pounds of solid muscle, was one of his greatest weapons.

The other, and the far superior weapon of his arsenal, was his mind.

People, Fisk had found in his years of experience with the breed, had a tendency towards the lazy. Mentally, physically… if there was a shortcut they could get away with, they would take it. In a physical field, this would make for shoddy workmanship, poor product. Mentally, it meant that as soon as an acceptable answer was reached, that train of thought would be dropped.

Certainly, there were those who bucked the trend, the exceptions that proved the rule, but the masses liked neat tidy answers that didn't strain their brains.

That was why image was important. That's why controlling one's image was important.

The public face of Wilson Fisk was carefully constructed. A no-nonsense businessman who had a soft-side for the hard-working everyman and those whose fates had conspired against him. A man who hid – it was an art, hiding the charity donations in such a way that they were uncovered with just enough effort to make his initial concealment look like an honest effort – his good deeds. A family man.

The best lies had kernels of truth in them. Wilson Fisk was a businessman in all things, especially in his… primary field. The charity donations were real enough, interspersed between his other, less shining monetary transfers. And family was, in fact, a small treasure to him.

His wife, anyway. His son was a small viper. Useful, if aimed well and handled carefully, but also a danger that Fisk held close to his chest. An inevitable liability.

For now, he was a tool to be turned upon tasks befitting his talents.

"Superheroes are the latest fashion." Fisk said as he looked down at streets below through the main window of his office. "They creep around this city, my city, like a spreading disease, disrupting the natural flow of business."

Fisk turned, trading his sweeping view of his city for the sight of his seven lieutenants, all gathered in front of his desk. Hammerhead, Tombstone, the Big Man, Mr. Negative, the Hood, Crime-Master, the Rose.

The fact that more than half of them were wearing masks wasn't lost on Fisk.

"The nature of the game has changed." He said, pulling a folder out of his desk. "Superpowers are easy to come by these days. As many of you already know."

The man beneath the Hood snickered, but didn't say anything. Parker Robbins was the least disciplined of the lot, and correspondingly the newest. Another viper, just like his son Richard, but completely removed from the very idea of subtlety, a rattlesnake to Richard's cottonmouth. Not surprising, considering that he was only a street level hood before he somehow – Fisk was still trying to locate some scrap of information on what happened, but only the information he had was that Robbins had been the only survivor of an event that had not only involved some kind of cult, but had killed every other person but Robbins at the scene – gained two rather interesting powers; the ability to walk on air and the ability to fade out of sight and grasp for – Fisk had timed it – as long as he could hold his breath.

A minor, but still useful talent, if used properly.

The folder spilled its contents over his desk, a pool of glossy photos. Blurry shots of costumed figures in various dynamic poses, throwing around street level thugs like it playthings. "Daredevil. Spider-Man. Cloak. Dagger. Anti-Venom. A dozen others that I can't be bothered to remember the names of. Your men bring tales of them, descending on robberies before the police are even in their cars, disrupting deals between the suppliers and the dealers."

"Vastly inconvenient." Mr. Negative murmured, his burning white eyes flashing from one picture to the next, finally fixing on the clearest shot of Anti-Venom. Not surprising, considering that particular super's unnatural ability to track the transfer lines of Negative's goods and apparent wiliness to skim a little off of the profits.

Martin Li, if that was his real name – Wilson Fisk very much doubted that –, was more of a mystery than Parker Robbins, with not a single scrap of information pertaining to his existence previous to his arrival on America's shores. He had experience as a criminal, that much was obvious, but it was a matter of symmetry that had brought Mr. Negative to Fisk's attention.

Mr. Negative was the de-facto drug lord of Chinatown, dealing in every mind-altering substance known to man and a few more that weren't. Within the same city, Li opened an out-reach program, using powers – healing powers hadn't been what Fisk had expected from a villain, not until he saw the catch – to endear himself to the mutant masses of Alphabet City. He was one of them. He was safe. And then, like a twisted display of Jekyll and Hyde, it changed. Li would slip into his Mr. Negative mask – figuratively, as the man's transformation into a photo negative version of himself appeared to be entirely natural – and suddenly, every person he'd touched would be dancing on his string. It was an effective set up.

Accordingly, Martin Li was not allowed within fifty feet of Vanessa under any circumstances.

"Indeed." Fisk said, before continuing his speech, folding his hands behind his back. "The stakes have been shifted. Up-and-coming gangs are staking out the campus that is ours, thinking that we're weak. The cops are getting confident. People are questioning 'why' we are at the top of the food chain."

"And youse want us to give 'em a little _reminder_ as regarding to why you're called the Kingpin o' Crime." Hammerhead said, cracking his knuckles for emphasis. The Big Man tilted his head in a silent request for confirmation, the expressionless face of his mask giving away all of nothing while the Rose and Crime-Master hovered at the edges of the room, watching. These ones were normal human beings, so much as Hammerhead's steel plated skull counted as 'normal'. They'd earned their way up the ladder through smarts, planning, and no small degree of bloody-minded ruthlessness.

Men after Wilson Fisk's iron-lined heart, really.

Fisk smirked. "I don't see why you can't rip their little aspirations to shreds. Tear off a few heads while you're at it. The ones that show some promise…" He looked back at the city below. "Feel free to make them the newest cogs in our murder machine."

The unspoken dismissal was not missed, and all the men save one filed out the door. Tombstone lingered, an albino ghost in the pale moonlight that leaked through the windows.

Tombstone, known more publicly as Lonnie Lincoln, was one of Fisk's oldest lieutenants, having worked with him almost as long as Hammerhead had. It had been interesting, molding the moody, street fighting teenager into a cold, calculating mobster who easily hid himself under the face of a soft-spoken philanthropist, but in doing that, Fisk often wondered if he had molded the very tool of his destruction.

"Your thoughts, Tombstone?" Fisk asked.

"You really think that this will escalate into a proper gang war?" He asked.

"It's not an unlikely outcome." It would be inevitable if one of the heroes managed to properly cripple a gang through their antics. As soon as blood was in the water, the resulting feeding frenzy could tear the city apart if not carefully managed.

Lonnie's shark-like smirk was almost audible. "I'm looking forward to it."

Fisk smiled. "I would be worried if you weren't."

* * *

 **Wow, I just reread my last chapter and Taskmaster did smirk twice within the space of three lines. How embarrassing. That'll be corrected if I ever to do a rewrite (let's hope I never do because that usually means that I give up within a few chapters). But the smirking itself was deliberate. He's in the mercenary business not just because it pays well but because he enjoys the 'game'.**

 **Fury cracked the screen of his phone (and possibly the casing). It's a common problem for him, between his constant having to deal with bullshit and his own strength.**

 **Most of the content of the fic is derived from either the MCU or various tasty details of the main continuity, with other ideas from other continuities salted in for flavor.**

 **I couldn't figure out where I was going with this, so I decided to slap two unconnected events (as in, the View From Shadowland has been complete for over a week, but I didn't know where I was going to fit it in).**

 **Thank you all for the compliments and the feedback, and I'll try to keep the updates regular.**


	12. Truth In Journalism

Truth, in Eddie Brock's book, was everything. It was his calling, it was his muse, and, at the end of the day, it was his bread and butter. It was more important than personal safety, private property , respect for the dead – what did the dead need with respect? They were worm food, with only dust and decay awaiting them now that they were shucked of their mortal coils –, and 'good taste'. The truth, he would say to anyone who still listened to the words of a disgraced reporter, was a beautiful thing.

Of course, some might say that the pictures that Eddie took in the name of truth were very much the opposite.

Looking down at the street pizza that had formerly been a drug-running mob mook, Eddie considered the thought for a second before taking the picture anyway. A fake badge had gotten him into the crime scene easy enough – it's like cops didn't even have proper workin' eyes nowadays –, and so long as the actual photographer didn't show up…

"Hey!"

Ah, well, so much for that.

Eddie Brock bolted like a bullet finally released from the chamber of a Russian Roulette revolver, camera bouncing wildly around his neck as he twisted into the maze of back alleys that made up Alphabet City. Mutant Town, they were starting to call it now – about thirty years late to the party, but that's what happened when the freak population exploded, people get to noticing –, and the corpses were following the trend.

No skin of his nose. Hell, if the pics were gruesome enough, the Daily Globe would give him a bonus, and mutants tended towards that extreme. These, however, were just supplementary to the real story. The one that would turn the name 'Eddie Brock' into something that got some respect, not a disgusted sneer or a question of 'who'?

Eddie shuffled back into the crowded streets, pointedly ignoring the occasional obvious mutant left spinning in a stray eddy of the stream. He loved New York, sure, but hell if it didn't attract the freaks like flies to ripe roadkill.

Back at his apartment, he slipped out of his long coat and into his water closet-cum-dark room. The red light obliterated the colors of the room, leaving only red, black, and all the shades between. He worked mechanically, making sure everything was just perfect. Digital would be easier, sure, but there was an art to the old-school methods that appealed to something in Eddie, the same something that reveled in the three piece suits and the low-sloped hats.

Greatness allowed eccentricities, so Eddie wasn't worried. Finishing up with today's batch of photos, he turned his attention to yesterday's keepers.

The pictures showed men in suits and masks – some kind of Oriental design, Eddie couldn't keep up with all the points of origin –, milling in the back alleys of Chinatown. The Inner Demons.

Criminals had a flair for the dramatic nowadays, a propensity towards the big and loud that was likely making the mob lords of Christmas Past turn over in their graves like an internship at Oscorp, and the gang bangers were just as guilty as the rest of them. It was the year of the gimmick, and not just in Chinatown.

Though, to be fair, the Inner Demons – Feng Shui leanings aside – were old school for drug dealers, once one got past the creepy masks. They sold their product, never partook, never haggled, and came down like gangbusters on anyone who got in the way. Vigilantes, snooping civilians, meddling kids… Eddie supposed that reporters would fall somewhere on the list of 'Things the Inner Demons Take Exception To'. That hadn't stopped Eddie from taking pictures, though he had made one concession to safety by not using a flash, and here was the proof.

Twenty-one pictures of various Inner Demons, doing business in their native environment and – this had been a real stroke of luck – demolishing an upstart gang. Mutants from Alphabet City probably, if the tree kid getting chopped in the most literal sense of the word was any indication. A couple of kids had gotten away from the initial fight, only to be hunted down and splattered over the cracked cement of Alphabet City. Eddie had pictures, of course.

Maybe two of the kids were left of the gang who were part of the ill-planned attack on the superior gang. Good for him, Eddie knew where to find one.

* * *

Alphabet City was never a bright cheery place, but it had steadily gone downhill since the mutants had joined the existing population of minorities already residing there. While 'District x' – the friendliest term for the heavily packed mutant neighborhoods, used mostly by politicians when in front of a camera and those humans living there who still clung to the idea of 'political correctness' – was the worst of it, with the residents of it packed into their decaying tenements like sardines, there were places where people just didn't go, for a lot of different reasons.

The old apartment complex on Ninth, the old Catholic Church – Our Lady of Saints, if Eddie remembered correctly, abandoned and deconsecrated before the muties had even started moving in proper in the 2000's – on Thirteenth, and 'The Place' on the corner of Seventh and B.

Eddie had looked up the history of 'The Place' after he'd moved into the area. The location had changed hands faster than a pair of gloves in a family of ten before just being discarded to collapse on its own time, though not before awkwardly stumbling through enough jobs to make it your average high school graduate schmuck. Speakeasy, antiques shop – at which the same time-period had generated the rumor that there was some kind of secret super soldier lab underneath –, hardware store, family owned factory, storage… and now a hangout for the youngest muties looking to make either a name or a quick buck for themselves or hide out from whatever shit storm their actions had kicked up.

The door hung limply on its hinges, like it had long tired of standing in its frame but for the sake of its duty it clung to a broken semblance of its original function. Surprisingly, only one window was broken – the one in the door itself –, though the rest were coated in thick yellow dust or a dark blue paint that someone had slapped on without care as to the mounting around them. The first room was typical for Eddie's experience with abandoned buildings; largely empty save for a few pieces of furniture that were built into the walls and covered with a mess of messy graffiti tags.

The reporter slunk through the front room and into the back, watching every possible thing. This area was slightly more livable, in that the rubble had been cleared away, the dust was much less thick, and there were a number of sofas and easy chairs scattered around. A few empty cans and discarded pizza boxes floated around the furniture, along with a few other markers of recent visitor.

Eddie unzipped a forgotten backpack that had been tossed in the corner like an afterthought. It was worn and out of style, barely held together by duct tape and liberally applied patches, and stuffed with all the necessities needed by the average teenage runaway. "Change of clothes, couple letters, water bottle, I-pod…" Eddie pocketed that, it's not like the owner – probably one of the mutie kids killed by the Inner Demons – would be coming back for it. Besides that one scrap of technology, there was nothing else of interest. The letters had been basic interfamily platitudes, complete with a 'hugs and kisses' signature from 'Grandma', ergo worthless.

He looked around the room, scanning for anything that looked remotely interesting. "Now, if I was a scared-out-of-my-mind teenage runaway with lame superpowers, where would I hide?" Eddie murmured, blue eyes scanning as he carefully tapped the floor with his shoe tips on the off-chance that, maybe, just maybe, that old rumor about the secret government lab was true.

Nothing, nothing… Something metal creaked and, beneath that, an echo that betrayed something hollow, hard, and deep.

Eddie Brock smirked. "Jackpot."

* * *

The ladder seemed to descend past the sewer lines – Eddie knew better, since he'd explored those himself on a story about a group of mutants calling themselves the 'Morlocks' and found a sum total of slime, sludge, and nothing else – until finally giving way to proper footing.

The dust down here was thinner and thick with the signs of air-tight isolation. Eddie wondered for a moment how long this government – those were unmistakably SSR markings on the walls, he realized giddily – facility had lain dormant, hidden beneath the city like buried treasure.

Voices echoed, calm angry mumbles occasionally drowned out by shockingly shrill screams of fear.

"I'M SORRY, IT WASN'T MY IDEA, OH MY GOD, DON'T KILL ME, DON'T KILL ME!"

Grabbing his camera, Eddie slunk towards the racket, into the innards of the secret government lab and into a room ruined by a long gone explosion. He peered through a shattered window… and saw.

The kid was obviously a mutant; though his skin – brown as Mexican dirt – and build – nothing but hard lines and sharp angles, like most teens –, it was his eyes that gave him away. Sparking, pink-red, and glowing, they flashed around the room – missing Eddie by inches – looking for something to save him and finding all of nothing as the Inner Demons cornered him in the middle, slowly backing him towards a strangely shaped operating table.

Human experimentation? Alien dissections? Oh, now there was a story here, a whole new one that was at least ten times as good as a generic gang yarn. Eddie wished he could get away with taking down notes, but the way the room was constructed would broadcast the sound of scribbling to the gangsters if the kid ever stopped screaming.

It didn't look like that would be happening anytime soon, though the mutant teen had the presence of mind to switch gears. "HELP! SOMEBODY HELP! THEY'RE GOING TO MURDER ME! HELP ME!"

The leader of this group of Inner Demons flashed forward, shoving the boy into the machine. "Pathetic." He whispered, the word somehow louder than all the screams that had proceeded it. "Han, activate the machine. I am… curious as to its function."

Eddie Brock was curious too, and the proverbial edge of his seat seemed to draw further and further away from him as the lackey pushed and pulled at a half-shattered control panel. The metal sections of the machine began to close over the mutant's body, allowing the Inner Demon to release his grip on the boy and admire his work more comfortably.

A silent nod from the leader of the group, and the biggest lever on the array was pulled.  
This, Eddie would decide later, was the moment everything started going to shit.

The kid screamed, somehow louder than he had before, the noise only _just_ muffled by the machine he'd been locked into, as the lights of the lab flickered and something gold and bright and warm like the sun filled the machine as it twisted to sit upright. Lightbulbs burst, showering the area with shards of broken glass, but the infernal hum just kept going, matching the crescendo of the screams from within the machine as the pitch reached nails-on-chalkboard levels of high-pitch agony. Pinkish-red-white light sparked out of the machine and Eddie's instincts told him that this was somehow very different from the golden rays that had shone out of the clouded-over window of it just before.

Hopefully it wouldn't hurt his camera, he thought as he prepared to take a picture.

* * *

The pictures had continued, even as things started to break apart and the still stable sections of decades old electronics exploded into showers of sparks. Every picture promised to be a keeper, another thousand bucks in his wallet, and another piece of truth that would make 'Eddie Brock' a name to be respected once again.

The Inner Demons, in contrast to Eddie's particular combination of pants-pissing terror and cream-himself excitement, stood stoically as the screams quietly died into nothing. They'd come to kill and they, barring any coming evidence to the contrary, had done that. Once they checked the corpse and removed the head – both old-school and pragmatic, a gaping mouth and sightless eyes were really the best way to confirm a death in their business –, they would be on their way.

The light within the machine dimmed and the electricity through the rest of the lab stabilized, leaving the room half-illuminated by bulbs that had no business not being burned out.

Something scuttled in the shadows, and Eddie swore that he caught a flash of red eyes near the ceiling before the whatever-it-was shifted, disappearing again into the shadows.

Oh God, let him not have stumbled upon a government demon-summoning lab, Eddie prayed.

In that moment, the machine exploded, shrapnel obliterating three of the Inner Demons. The rest stumbled back, their partially pulped fellows shuddering on the floor as… it was the mutant, Eddie realized, the same one that had gone into the machine, but… worse.

The brown skin had been burnt a shiny black and his hair was standing on end while the rest of his clothes smoldered on his skinny frame. Worst of all was the eyes. Still glowing pink-red, they now smoked, pink glowing trails pulling back from his face. He snarled, and the pink-red sparks that had burst from the machine during his rebirth exploded around his hands, the pink smoke following it.

An energy based mutant. Great.

The Inner Demons seemed to think the same, pulling their pieces and unloading into the kid as soon as it was clear that he wasn't going to lean over and die nicely.

The mutant seethed, growling at his aggressors as the bullets melted over his pink-red aura. "I'LL FUCKING KILL ALL YOU BASTARDS!" He screamed before jumping forward and grabbing the unfortunate Han. Han squirmed in the mutant's grip before…

Eddie forced down his bile as the man splattered, painting the kid's front and most of the floor around him red. Okay, so the kid could explode heads now. Hell, the guy had gone the way of a microwaved poodle, and it looked like the kid had just realized 'how'. He stared down at the smear that had been a gangster just a few seconds ago, and then looked over at the other Inner Demons.

The leader ignored the fear and pulled fresh piece, aiming carefully between the mutant's eyes.

There was a flash of white and the man's hand twisted around backwards while his thumb and index finger just disappeared along with his gun.

A man in white spandex – there was a name, it was on the tip of Eddie's tongue – stood between the Inner Demons and the mutant.  
"You!" The lead Inner Demon exclaimed.

"Yes." The hero said, twisting around a knife thrust before slamming the heel of his hand into the mook's jaw with a crack. He intercepted the next attack – a roundhouse kick, delivered by a weedy man who's suit was just a hair too big for him –, throwing both into the walls before spraying white webbing over both. "Me."

The man attempted to defend himself, but between a normal man and a superhero, there was no contest. White arms blurred, slamming into the gangster's arms, chest, throat, head… followed by a vicious kick that would have killed most people but only slammed the man into the wall, to be glued in place like his minions.

The hero – Eddie could still not place the name, he was a reporter for Christ's sake – turned to look at the mutant. "You oka–" He was cut off by a blast of pink-red radiation to the face.

"I DIDN'T NEED YOUR HELP!" The boy screamed. "MY FRIENDS NEEDED YOUR HELP. DO YOU THINK ANY SUPERHEROES CAME TO RESCUE THEM? HUH? HUH? NO! NO ONE DID!"

Anti-Venom – yes, that was it, Anti-Venom – dodged the next blast, dancing around the follow up like he was half-gymnast half-break dancer, putting as much space between himself and the bursts of radiation as possible. Eddie had sworn that he'd seen the black and white mask partially melt, but no, it was as spotless as it had been five minutes ago. He soon vanished into the shadows, even the glowing red eyes of his mask unseen.

"I DON'T NEED YOU! YOU'LL TAKE DOWN THE DEALERS, SURE, BUT THE REST OF US? HAH." The boy twisted around, eyes too bright and grin too wide. "WE'RE NOTHING BUT GARBAGE TO YOU. TOO BLACK, TOO BROWN, TOO QUEER, TOO _FREAKISH_." He laughed crazily. "WHAT WE ARE IS TOO POWERFUL. YOU'RE AFRAID. AFRAID OF OUR VOICES, AFRAID OF OUR MINDS, AFRAID OF OUR STRENGTH." With that statement, an Inner Demon started twitching on the wall before his head burst, painting a streak of red ten feet high on the wall behind him. "BUT KNOW I KNOW THAT I'M STRONGER THAN YOU. I'M STRONGER THAN ALL OF YOU. ALL THE COPS, ALL THE GANGSTERS, ALL THE POLITICALS IN WASHINGTON. THIS IS MY POWER!"

"And you abuse it, just like them."

The boy shuddered before blasting another wall. "Shut up." He hissed.

"You could be better than them," Anti-Venom's voice said again, the echo disguising the hero's exact location. "But no. You do the same. You got the power to kill, and you kill. You got the power to destroy, and you destroy. Just like them."

"Shut up, shut up, SHUT UP!" The lab rocked, and Eddie felt the floor beneath his feet shift. "YOU DON'T KNOW ANYTHING! YOU'RE SOME WHITE PUNK WHO HASN'T BEEN HUNGRY A DAY OF HIS LIFE. WHAT DO YOU KNOW ABOUT ANYTHING?!"

"I used to have a family."

The mutant stilled.

Eddie wished again he could be writing this down.  
"They were… well, I wouldn't speak much of my dad, he was trash, but I had a little brother. He was…" The voice quieted for a second. "He was precious to me. I pretty much raised him. Now, I'll never see him again. And, yeah, it's only partly because of my powers."

The boy stayed quiet, though he was scanning the ceiling. Eddie had looked himself and, unless the hero had crammed himself into one some crack, it was like Anti-Venom had turned invisible.  
"I can't go back. I don't have a home anymore. I'm got weird powers that will get me cut up and experimented on if I get caught by the wrong people. Most nights, I go to bed hungry and there is not a single person I can talk to about any of it." There was a pause and when it ended, Anti-Venom's voice had hardened. "But I'm not going to make some stupid, tragic backstory bullshit like that make me a monster. And you don't have to either."

The boy looked around the room, no longer glowing and no longer confident in his stance, and shivered. A perfect photo-op.

Eddie took the shot.

The mutant jumped, throwing a bolt of red-pink radiation in Eddie's direction – a wide miss, though it kicked up enough dust to make a second photo impossible – and bolted, vanishing into the hall that would unleash him on the outside world.

Eddie hissed, pulling himself upright. Dammit, there better not be dust in his camera…

"You… pathetic… little… fuck."

Eddie slid back, his common sense screaming at him that now would be a great time to run, though some stupid thought kept asking about the camera. The hero was stalking towards him, a low hiss following the razor focus of those too bright, too red eyes.

"You could have helped him, distracted those gangsters for… I don't know. A minute? Thirty seconds. I could have worked with thirty fucking seconds, made it so the kid didn't have to have a near psychotic break. But no. You just wanted your _pictures_ and your _story_." Anti-Venom spat the words out like each syllable was a swear.

"Okay, I'm sorry, is that what you want to hear?" Eddie said, holding his hands up in the universal gesture of surrender. "Just give me back my camera, I'll give you a cut of the profits, and we'll be square, alright?"

The red eyes sharpened again and Eddie's camera shattered in Anti-Venom's clawed grip. He threw the remains at Eddie, who scrambled for the amazingly intact roll of film. "You want forgiveness? Go to a confessional. I don't do _slime_." Anti-Venom snarled before darting down the hallway towards the exit after the mutant.

Eddie glared after him and, after straightening the lapels of his coat, stalked towards the outside world. He had photos to develop and then, then, he would spin a story that would put that fucker in his _place_.

* * *

J. Jonah Jameson cut a sharp figure behind his desk, a smoldering cigar carefully balanced between the second and third fingers of his right hand, a gesture mirrored by the fountain pen in his left. The newsman was of an old school of sensibility, wearing three piece suits and a fob watch on his waistcoat, and it reflected in his office.

It was like stepping into a film noir, the air filled with the smoky haze of countless cigars – the man might not have smoked or swore on air, so he could 'set a good example for the kids', but in his private office, all things were fair game – and the light filtered through slatted blinds. If the room seemed to be slightly sepia-toned, that was as much the effect of Jonah's insistence on quality hardwood everything as it was an affect of the atmosphere.

"Betty Brant. The secretary-cum-crime beat reporter." He said slowly, tapping some excess ash off his cigar. "What brings you to my door? Can't be an article, seeing as you turned in your latest piece last night. Better not be a request for a raise." The last bit was muttered quietly.

Betty smirked, her red lipstick standing out like blood spatter in the gloom. "Actually, Mr. Jameson," she said, folding her legs primly as she descended into the chair across from his desk, the hard lines of her black dress never shifting out of place once. Supposedly, every piece of furniture in the office had been pedigreed all the way to original offices, even further back than when Jameson had first started working at the paper. "I was hoping to interview you."

Jonah quirked an eyebrow at that. "Really." He said, rolling the word around his mouth like a piece of hard candy, obviously toying with the idea but as of yet unwilling to bite. "And… what kind of interview were you thinking, Miss Brant? Not an exposé on your favorite boss, I hope."

"Considering that you're my only boss, sir, you can consider yourself safe." Betty said. She pulled out her tape recorder, a black lacquer and chrome dinosaur of the species that still surpassed many of the modern kind in terms of sound quality and durability, and turned it on. "I would like to talk about our… mutual friend… Eddie Brock."

Jonah relaxed at that, oozing back into his chair – a solidly constructed piece decked out in green, well-worn leather that was bolted to its cherry wood frame by thick brass studs that could have been hollow-tip bullets in another life – with a soft 'creak'. "Eddie Brock… didn't expect to hear that name again outside of the tabloids or maybe the obituaries." The newsman sighed. "The kid had potential, I mean, he won the story contest of '02, did decent photos and a noir style story on gang activity, but… serious issues. Should've been seeing a shrink instead of spreading the ink, if you catch my meaning." Jonah added almost conspiratorially.

"How did he win that contest?" Betty asked.  
"Detective style noir, if you can believe it. Infiltrated a street gang for three months, wrote down everything that happened, and turned it into a Sam Spade novella. Best writing I'd seen since the contest started in '91." He shook his head. "Also a big indicator of what came later, but I didn't pay attention to that."

Jonah leaned back in his chair again, tilting to the side just far enough to give him a clear view of the collection of framed articles on the wall. Most of them were of his own writing, though Betty knew that at least one of hers were up there; the grand reveal of the serial killer known as 'the Sin Eater' and the story of the serial confessor that had almost derailed the case completely. "Brock had three big flaws. First, he doesn't like to share. Information, beats, credit… the kid learned how to develop his own photos so he didn't have to share a byline. Second, he has a hair-trigger temper. Soon as he thinks it's personal, he makes it personal. And third, he doesn't let go. Grudges, leads…"

"Three strikes, huh?"

"Three strikes and one big fallout for us." Jameson said, grinding the stub of his cigar out in a cut glass ashtray – bottle green, the one color in the office that wasn't some subtle variation on sepia brown, old parchment white, or India ink black – and, after a long moment considering the closed cigar box on the table, relaxed into his chair without one. "First, he finds a guy who claims to be the 'Sin Eater'. Doesn't do anything about it but coax a fucking autobiography out of the guy. He calls the cops _after_ he sends his completed story to print."

"I remember that." Betty said. Of course she remembered, she'd covered the story of the story of the year, researched the actual killer intimately, gone over what little Brock shared of his notes, and gotten several earfuls from the police despite having nothing to do with the original article herself. "The Bugle's first retraction in twenty-five years."

"2007 was a bad year, between the shift to the internet and… that particular shit storm." Jonah closed his eyes, fingers twitching over the keys of some phantom typewriter before he snapped back to reality. "Cut the reminiscing out when you write the article, Brant."

She smiled. "I always do, sir."

"Anyway, last I heard of the creep, he was stalking the cop who nabbed the Sin Eater. Captain Jean DeWolff. You see a dame right out of a Bogart picture driving a remake Doozy around town with police lights, that's her."  
"'Doozy', Mr. Jameson?"

"Duesenberg. Car company that went under… in the forties or so. Occasionally the name comes back, but it always fizzles out. But that's beside the point." Jameson pointed right between Betty's eyes. "The point is, Eddie Brock has no issue harassing the person who cleaned up his mess. Eddie Brock saw someone who took down a serial killer and hated her for ruining his golden moment."

Jonah leaned forward, the light from the single bulb – covered by a cheap paper lampshade that did nothing to soften the harsh light it cast over the newsman's desk – throwing his face into near complete shadow.

"Eddie Brock is dangerous. He's sharp, he's got fewer scruples than the rags he works for now, and he's got a grudge against everyone and everything he even thinks has screwed him over. The only good thing about him is that he doesn't have the means to act on that grudge. The minute that changes, someone's probably going to hurt. Badly."

Betty tried to ignore the shiver that ran down her spine at that. "Well, here's hoping he doesn't." She said.

* * *

Eddie Brock had thought the day couldn't get any worse, but it had managed to surpass that expectation with flying colors.

Every single shot was totally, completely, and irrevocably ruined, fogged over like the roll of film had been through a gauntlet of X-ray scanners. So the little mutie freak must been throwing around X-rays like candy at a parade besides that red-white whatever, Eddie thought, rubbing his face in frustration. Perfect. Just perfect. Would have made a decent story, if he had some fucking proof. Radioactive mutie versus a spider-freak. Reporter finds a secret lab under Alphabet City, one that had SS fucking R writing all over it. That would have gotten him a decent buck from the Daily Globe, enough to replace his camera after the 'hero' had smashed it.

Now, there nothing. No story, no photos, nothing.

Fuck.

Well, there was always what was left of the SSR bunker…

He looked out the window of his apartment towards The Place and swore out loud.

There wasn't. What there was were S.H.I.E.L.D. agents crawling all over the place like black suited maggots and Nick Fury himself watching over the proceedings.

Within the night, what was left would be gone, scrapped or hauled away to some S.H.I.E.L.D. bunker, and Eddie Brock would have even less than what he started with.

And it was all that fucking Anti-Venom's fault.

* * *

 **Okay, author note time.**

 **So this chapter was attempted – or at least part of it was attempted – in Noir style. The Jameson section probably did it the best, though I don't claim to be an expert on the style. Quite a bit of this has been done for some time – similar to the Shadowland section of the last chapter – and it was easy getting into Eddie Brock's POV, so that's why there's such a quick update on the heels on the previous chapter.**

 **If you're interested in the mutant kid from this chapter, I suggest you look for a character from the 90's called 'Pyre'. While I changed the origin somewhat – Gary 'Pyre' Russel in the comics was an undercover reporter who got his powers from a Hydra machine, not a mutant teen who got his powers kicked through the roof by the same gizmo that helped bring the world the wonder that is Captain America's body – he is a canon character, but since he was originally a) from the 90's with a design to match, and b) from a storyline that was a team-up between 'Lethal Protector' mode Eddie Brock!Venom and the Punisher – three issues dedicated to that concept, THREE, and the whole storyline was called 'Funeral Pyre', how 90's can you get – he wasn't worth much since he's only appeared only one time since then, as a name on a list of other painfully obscure characters during the Civil War event, of which everyone would like to forget happened.**

 **Yeah.**

 **His powers were over microwave radiation (yes, a human microwave oven), which made him Venom kryptonite because otherwise the fight would have ended in the first issue. I kind of played with that in this story, just to make Eddie's day worse. While microwave radiation doesn't do anything to photography film, X-ray will fuck that shit up like described.**

 **How did this happen to my version of Gary? Well, in the words of Abraham Erskine as regarding his super serum… 'good becomes great; bad becomes worse'. The fear and anger of a teenager ill-used by the world becomes hatred towards the world with the means to act on it.**

 **Anyway, I made Eddie a bit of a jerkass. Why? Well, as I've pointed out, I like to blend stuff from the comics, movies, and other stuff when I'm working with characters not referenced in (or treated well) in the Ultimate Spider-Man cartoon. So what do I have to work with?**

 **Spider-Man 3, wherein Eddie Brock is a jerkass photographer with shitty Photoshop skills who looks like Eric Forman, Ultimate Spider-Man comics, wherein Eddie Brock is a youthful jerkass who doesn't understand the meaning of 'do not release the fucking bioweapon', and Mainstream Marvel, where Eddie Brock is seriously fucked up and nobody can decide if he's a jerkass with a handful of soft-spots, the symbiote is a jerkass corrupting an okay-ish guy, or if they're both brothers in dickery with a handful of standards gathered from both of their origins, and the unofficial fan film 'Truth In Journalism' – which is the chapter title because it is fucking awesome and if you guys can handle a little gore and some scary shit, I highly suggest it – from which I draw most of my Eddie's personality – self-centered, sociopathic, and unconcerned with anything but his own goals and interests, to the point of being extraordinarily blasé about people getting murdered right in front of him – i.e. taking pictures AFTER POSING THE STILL WARM BODIES.**

 **I'll give that Eddie has some good points, most of which are usually given early on in any adaptation in which he features if at all, but hell if he showed any of them off today.**

 **Anyway on to question corner – aka, Paradox asked things that I will answer here. Don't sweat the smileys.**

 **Ben Reilly's adventures with the Fantastic Four… I might use them as breather episodes or breaks from Ellen's slightly less 'family fun' adventures, IDK.**

 **About his hair… I'm imagining that his bleach job is very obviously DIY. Blend the canon image from the mid-90's and Andrew Garfield's hair from when he played Peter Parker, and you can imagine it's easy to make fun of (but kinda cute in a dorky way).**

 **My Gwen Stacy is 23 and in college (genetics / biology major, balanced with an internship at Oscorp). I'm taking a bit of characterization from the Amazing Spider-Man movies and the Spider-Gwen comic (which I haven't gotten a chance to read, but what I have seen is spectacular), with a fair bit of my own spin because outside of one cartoon and the Ultimate Comics, it's like she doesn't even exist as anything but a cardboard cut-out.**

 **While, technically, Ben is only five (cloning yay), his memories (do not ask me how the fuck cloning the comic books work, because I'm fairly sure that memories are not genetic) and physical appearance put him at about 24-25.**

 **Gwen is (one of) Peter's girlfriend(s) in a few continuities (because Bitches Love Spider-Man), including for a period in the main universe (though she didn't have much of a personality there outside of 'ice queen bitch', 'classic Veronica', 'attractive prop lamp' or 'flawless angel', which happened more after she died), but she almost always gets 'fridged' – a popular colloquialism meaning she got killed because it would be dramatic and the writers had no idea what else to do with her (the Spectacular Spider-Man cartoon, Spider-Gwen (duh), and the original Spider-Man trilogy are the only verses that didn't kill her off, I think, though there might have been other continuities where she didn't that weren't 'What If' issues) and to make way for Mary Jane (who, to be perfectly honest, turned out to be an amazing character outside of the hands of terrible writers).**

 **I imagine that if Harry spends any time around Oscorp, his hormones have made him very aware of Ms. Stacy's existence, but they probably aren't in a relationship higher than 'waves if they see you'.**

 **Anti-Venom's powers involve being able to detect drugs. She could pick up on drugs floating in the air in an enclosed space, a brick of cocaine is going to glow in the dark to her senses.**

 **Mr. Negative is pissed, as I tried to get across in the last chapter, but that's the thing about the Kingpin's empire; anyone with a lick of sense in it is playing the long game. So there's one superhero stealing from their till. Annoying, but eventually that hero will get distracted by some kind of supervillain activity, leaving the 'small fish' – so to speak – to get back to swimming along as usual.**

 **Actually, Marvel mob bad guys either start out powered or stay normal (at least normal for Marvel, where the Kingpin, a 100% normal, but big guy who just gets by with wits and being like 80% solid muscle, can crush a man's skull in his hands), so that's a small saving grace (though Count Nefaria is a bit of an exception, being that he's an asshole with godlike powers that he actively went after, but he's an X-Men baddie so I can ignore him).**

 **Is there a mob war on the horizon? IDK, I've got plans running in mind, but nothing concrete yet. I've got enough subplots to get through a couple chapters, thanks.**

 **Vanessa Fisk is Wilson 'The Kingpin' Fisk's sickly wife and his only link to morality (which, since she's the only person who can make him act like a decent human being, means she's hella important to him). She's never been in good health in any continuity in which she has appeared, so I assume that her disease, while not an immediate threat, is incurable by modern means and chronic, which is why the Kingpin keeps his ear to the ground about anyone with a healing touch (he naturally does background checks, he is the Kingpin for a reason).**

 **Is possible for team-ups (I'm starting to give all of zero fucks about some of the Ultimate Spider-Man episodes because bad writing + no fun = I can fucking do better than this), if or when the gang war story comes to pass.**

 **Shhh, it coming up soon (and who said the good doctor had Synth-Venom?).**


	13. Spider-Man Team Up

From an outsider's point of view, Nancy Madeline Drew – known in some circles as 'Charlotte' – was weak and helpless. Blind and paralyzed from the waist down, her parents received more than their fair share of pitying glances as they wheeled their young daughter around a city that she would never see.

That view was entirely incorrect.

While her own eyes were useless and her own body incapable of carrying her where she wanted, she had other avenues through which to experience the city. Through the eyes of a hundred million spiders and through the ethereal colors of the astral plane, she could see. On the red threads of her psychic webs, she could explore any dream, traverse the Astral Plane, and even see the twists and twitches of a greater web that was spun of abstract ideas rather than channeled intent. Destiny, fate, and life, spun together like silk to become part of the fabric of reality.

The deficits of her waking body paled in comparison to being able to experience that.

Right now, her body was at home in bed, while the rest of her idly checked her web. Why it fell to her to guide the various Spiders, Nancy didn't know, but if that was the responsibility her powers came with, she would perform it as her instincts guided and her soul demanded. The red threads around Spider and Scarlet were quiet, humming with a sense of satisfaction and comfort, while the others were… odd.

The black poisonous one was stable, moldering at the far edges of her senses as it waited for… something, and blood orange – not red, there was a difference, the creature had told her with all the seriousness of a thirteen year old – occasionally flashed with rage or humor, but white was the point of interest. White was shivering and the Web of Life shivered with it, showering Nancy with feelings of dread. Something had a slippery stranglehold in it, not quite affixed on the white spider but completely dominating the human tied to it.

This, Nancy knew, was not a good thing. She grasped the red threads of her Spider's web and twisted…

* * *

Peter jerked straight up in bed. His dream had started out nice, a bit on the surreal side, but then it had faded into something dark before too many pairs of cold thin hands had grabbed him and commanded him to wake up.

He turned to look at his alarm clock, which blazed an uncomforting 3:45 AM back at him. Peter sighed, rolling over to drop back into slumber again…

"I thought I told you to wake up, not go back to bed."

Peter jerked out of bed again, this time falling to the floor with a loud thump.

There was a person, more spider than woman, dangling from his ceiling by a tangled web of red threads, each stretching into darkness that seemed to expand far beyond the normal dimensions of his room. She looked down at him, expression inscrutable behind her glossy black visor. "Spider, you have engagements elsewhere to attend to that are far more pressing than a few hours of sleep." She said.

Peter tore his focus away from her extra sets of arms. "Okay, this has got to be some kind of nightmare." He muttered as he rubbed his head. "Shouldn't have eaten that meatloaf."

The woman's lip twitched towards a smile. "More of gravy than of grave about me?" She gestured at him. "Pinch yourself. I'll wait."

He cautiously did so. "Ow." So, not a dream, Peter thought as he rubbed his arm. So there was an actual creepy spider-woman hanging upside down from his ceiling. Great. "So what, are you the spider equivalent of Nick Fury? Give up one eye for spy gear, two for freaky supernatural powers?"

The woman tilted her head, a small smirk playing at her lips. "You can call me Charlotte, and, if you mean that I occasionally might give you a heads up when someone in your web is in trouble, then yes."

"Great- wait, what?!" Peter sprang upright as he finally processed the words. "Who? Harry? Mary Jane? One of the team?"

Charlotte gestured at his right arm. "Pull the thread and find out, Spider." She melted away into the dark corners of Peter's bedroom without a trace save for a red string wrapped around Peter's pinky finger that stretched out into the darkness of the night.

He was suited up and in the air in record time, following that shining red thread towards the city.

* * *

She might have called herself 'Charlotte', but Ben Reilly knew Madame Web when he saw her. This was the second time she'd invaded his dreams in this reality, but it was refreshing how this version was willing to get to the point. No riddles, just strings. Easy enough to follow and incredibly hard to misinterpret.

He swung high above the mostly deserted streets, following the red thread towards Alphabet City. Mutant Town.

Another thwip joined his own as Peter joined the party. "So, we didn't get a chance to properly introduce ourselves during our last team-up…" The teenager quipped much too brightly for the early hour. "I'm-"

Underneath his mask, Ben grinned. "Relax, Peter. I know who you are."

Okay, Ben had to admit, watching a Spider-Man do a double-take in mid-air _was_ funny. Maybe that was why his enemies liked to drop bombshells – both literal and otherwise – on him between swings.

"Wha- who, wait, what, is everyone a spy now or is S.H.I.E.L.D. just running on a very hackable OS?"

"Would not be surprised." Ben chuckled. "Well, if you want to be on even footing, my name's Ben."

"…Ben." Peter said flatly. "So, is there a last name to go with that?"

"Yes, but sharing that would defeat the purpose of a secret identity, now wouldn't it?"

"Am I really this annoying?"

Ben laughed as he swung ahead of his airborne companion, twisting though the air.

"But seriously, did 'Charlotte' send you?" The younger hero asked.

"Yeah. Second time she's done the string trick on me."

"When was the first time?"

"Taskmaster."

Peter quieted for a moment. "So who lives in this part of town that both of us know? I mean, my friends are based out of Midtown and Queens so it can't be them…"

Ben didn't have a good answer, but the string was pointing through the upper floors of an apartment building. "We'll see in a minute."

They descended and, right as they touched on the roof of the building, Ben's spider-sense started buzzing. It wasn't at a full scream yet, but there was danger in the building, saturating the whole area like miasma.

The pair scuttled down the fire escape, sliding into the building through an unlocked window on the top floor. The apartment was dark and, illuminated only moonlight, cast in shades of grey. The room was all dark brown-grey shag carpeting, pale green-grey wallpaper with swirling patterns that was peeling so badly that strips of it had curled all the way down to wall to the ground, and a door that hung on its hinges like an afterthought, swaying in the sudden wind of the heroes' entry.

The hallway was similarly empty, the wooden floors dusty and cracked while darkness concealed the majority in patches of absolute black where moonlight didn't paint it in ghostly silver. In the dust, there were a number of footprints, some old, but a few new.

Beneath his mask, Ben's eyes narrowed.

"I've got a bad feeling about this…" Peter murmured.

Ben didn't voice his agreement as they crept further into the building, following the red thread.

* * *

It didn't like the silence.

It was a symbiote, a Klyntar, it was meant to be with an Other. To be alone was to suffer, to starve, and to eventually die.

Technically, its Other was still there. Physically, it was present, still warm and alive, but its mind…

Gone, bound and shoved into some far corner of its head that the symbiote could barely touch, all while a worming presence – invader, manipulator, puppeteer, parasite – took over the controls, pulling the Other's body upright and away from its resting place.

And the symbiote could do nothing.

Perhaps, if its Other only slept, it could have, puppeteering its body itself as other symbiotes were known to do, but the mindworm's control was infinitely more intimate than that, a process that had taken weeks to take place.

The symbiote, possessed of the same meager mental powers of the rest of its race, had felt the mindworm's presence within the first few days of their stay and had warned its Other as best it could.

True, it could have done more – guilt was an uncomfortable sensation for the symbiote – but it had feared the reaction of its Other.

It had known of other symbiotes, fallen Klyntar that had discolored the reputation of the entire species, and had, like many others, held the rest to that violent expectation. How, the symbiote didn't know, but it had feigned mindlessness anyway, relaxing its host with its lack of initiative – it was easy, turning the instincts of its own mind into a means to communicate, though the process was not without its drawbacks – and unaggressive attitude. Its host was a good one, so it hadn't thought to disrupt the status quo, even when its own instincts had advised it do so.

Perhaps that had been a mistake.

The symbiote watched, camouflaged against its host's skin as its newest foe scuttled around the confines of its room, eyes flashing wildly as it rubbed at the sides of its bulbous head. Something had vexed it, something that it couldn't control, and it was reacting. Pulling its puppet drones to it as a means of defense, it chattered mindlessly to them.

Perhaps this was opening the symbiote needed. While it couldn't fight directly against the mindworm's control, its own powers were too meager for that… but it could certainly do _something_ given the opportunity.

The mindless mob shuddered to life, shuffling down the hall and up the stairs towards whatever it was that had disturbed their master.

Two figures clung to the ceiling, huge unblinking eyes – one pair gold, one pair white – staring down at the scene.

The symbiote braced, prepared to launch.

Opportunity.

* * *

At least twenty blank faces stared up at Peter and the mysterious Scarlet Spider otherwise known as 'Ben'. The red thread was tied to a person at the front of the crowd, a familiar face under a mop of bleach blonde hair staring up at the pair with unfocused eyes.

Ellen Blake.

What was she doing here?

Peter forced the thought from his mind as another figure shifted at the back, its purposeful movements conspicuous in the absence of the same in the rest of the crowd. It moved forward, the masses parting like water to let the hulking figure pass, even Ellen wordlessly stepping to the side.

He – it was unmistakably male – was tall and grotesquely muscled from the waist up, but it was his head that got Peter's attention. The skull was distorted, huge and mushroom like in its massive shape, not to mention a logical impossibility save for the tree-trunk that passed as the man's neck, and his face…

Alright, if it wasn't three AM and the situation wasn't so creepy, Peter would have laughed. The balding crown and mullet combination wasn't helping either.

The man's eyes flashed as he looked up at the pair. "So it was you. Come to attack the Mindworm in his home. Hm. Not realizing that this is the seat of his power." He growled. "Come to face the Mindworm in his home, surrounded by his toys, his tools. Hm."

Peter wanted to shift uncomfortably under the man's – what kind of name was Mindworm? – unblinking gaze.

"Can't say I think much of a guy who makes other people do his job for him, Mindworm or not." Ben said, breaking the spell.

"Besides," Peter quipped, "we're superheroes. Contractually obligated to combat all evil overlords, mad scientists, and assorted nasties wherever they appear. If we didn't, we'd have to turn in our union cards."

Mindworm shifted, watching the pair warily. "Hm. You think too loud. Drowning out the other sounds with meaningless thoughts." He said after a long silence. "The Mindworm will fix that." He rubbed at his temples, face scrunched up in concentration for a second before he stretched out a hand.

"And now we're fucked." Ben and Peter said at the same time.

With that gesture, the crowd spilled, jumping upwards to grab at the heroes. Ellen's fingers latched onto the front of the younger hero's costume for a moment before slipping, sending the girl crashing down to the floor.

He missed the flash of white that transferred in the moment and missed the surge of strength and focus as the symbiote covered him and pushed the parts of him that were aching for rest back into action.

* * *

Ben Reilly didn't have time to blink as he danced over and through the mob of homeless, but had he the time, he would have. Alright, so Anti-Venom was a symbiote. Or half a symbiote. Something. Technically, he'd known. He'd seen the transformation at Midtown, but it hadn't crossed his mind that maybe it was one of _those_ symbiotes.

The singular 'I'. The grounded – for a superhero anyway – behavior. The complete lack of toothy unpleasantness. All things that Venom and Carnage – and the rest of their assorted relations – were usually incapable of.

Well, unless Peter had mastered a whole new level of quick change, the symbiote had jumped from Blake to him. Ben dodged a swung baseball bat and flipped along the ceiling towards the Mindworm. One crisis at a time. He'd contend with the morally suspect symbiote later.

The mob was the current problem, and Ben was thankful that whatever the Mindworm was doing, it was rather limited in its use. There were enough obvious mutants in the mix, but they were using the same tactics as the humans; dive, grab, and swing blindly in the heroes' general direction.

In the tight confines of the hallway, they were hitting each other more than they were hitting the Spiders.

The Mindworm seemed to realize this too. "Hmm! Useless, useless! But the Mindworm is not without other means!" He leaped forward, grappling with Peter, symbiote long vanished back to its favored host, as the crowd parted.

He was bigger, certainly, but his powers were obviously limited to his mind, as Peter fought back, the fight a classic display of an unstoppable force meeting with an immobile object. A six-foot one-inch mental mutant with a dedication to physical fitness versus a five-foot five-inch bean pole with minor super-strength no longer enhanced by an alien symbiote. The deadlock would continue for precious minutes, perhaps even longer, if not for a little outside interference.

Namely, one Ben Reilly.

He clapped his hands over the ears of the Mindworm with one intent; to deafen. If the villain's talk of 'hearing' thoughts wasn't hyperbole, it would disable his abilities. If it was… well, he'd still be down on the ground, unable to hear or keep his own balance.

Those were good enough odds for him as the Mindworm sank to the ground, wailing in pain. Ben stepped over him, grabbing Peter before he could fall to the ground. "You alright?"

Peter chuckled. "Getting home is going to be fun, but yeah, I'm okay."

Ben nodded, looking past him to the crowd. They were moaning as they came back to their senses, looking around their surroundings with a world-weariness that spoke volumes about how they came under the Mindworm's thrall.

Ellen hovered around the edges of the scene, eyeing the superheroes tiredly.  
Ben turned to Peter. "You got a cellphone or something? Can't exactly leave a psychic to the cops, y'know."

Peter snorted as he tapped his wrist, a communicator watch fading into visibility. "I know a guy." He said.

* * *

Peter watched as S.H.I.E.L.D. agents packed up the Mindworm, who was still keening quietly, the occasional coherent words usually being some variation of 'no', 'it's too quiet', and 'I don't want to be alone'. Something about that made the victory feel sour, even though the man had attempted to kill them.

The mysterious Scarlet Spider was still hanging around, perched on top of an old payphone box that had only a third of a phonebook left to it as he chatted quietly with Ellen. Well, more of 'chatted _at_ Ellen', as the girl looked half-dead on her feet, even as she struggled to stay upright with the combined load of her school backpack and a much larger duffle.

Yep, this night was sitting pretty comfortably in the 'I won but I don't feel particularly good about it' category.

"You did good."

Peter tried not to jump at Nick Fury's praise. How the man managed to get around his spider-sense, he didn't know. It usually kept him a few steps ahead of even the mildest surprises but, while Nick Fury counted as a heart attack inducing one, he had always kept off Peter's personal radar.

"Only because I had help." Peter said.

The spy cast an eye over to the other hero. "The Scarlet Spider, I presume."

"Yeah." Peter shrugged. "He's cool."

"He's an unaccounted for variable."

"Because he doesn't work for you."

"Because we don't know what kind of game he's playing." Fury corrected. "The Frightful Four started out pretending to be a legitimate supehero team…"  
"Who played media darling the whole time they were orchestrating the crimes they were stopping." Peter countered. "Yeah, one of my friends was there for that, so I know the whole story." Mary Jane had been delighted to get first break on a story, even if it was freelance photography work for Johnny Storm and she hadn't been able to get her story properly published afterwards. He pointed his thumb over to the subject of their discussion, who was now chatting with a S.H.I.E.L.D. tech agent about apps. "You didn't even know about the Scarlet Spider until he helped me and Tiger take down Taskmaster."

Fury gave him a 'look'. "Who's been playing the spy game longer, Parker?"

"Stop that! We're in public."

"And you need to listen. You can't just trust anyone you meet just because they shop at the same outfitters."

Peter scowled underneath his mask. "Look, I'll decide who I want to trust. If I'm wrong, I'll admit it, but don't drag my ass over shit that hasn't happened yet."

"Languag-"

"YOU ARE THE LAST PERSON ON THE PLANET WHO GETS TO PLAY THAT CARD."

* * *

From across the city, Nancy Madeline Drew finally relaxed, sinking into her bed as she released the threads of her web. It was exhausting, running interference between the Mindworm's powers and the minds of the heroes, but she had done it. Her guidance had taken them to where they needed to be and Anti-Venom was now safe.

Naturally, there were other factors that her interference would affect, but for now, she could rest. The dominos would fall regardless of how she watched them.

She sighed and slipped into slumber.

Yes, Nancy would enjoy the calm before the storm.

* * *

 **Okay. This chapter took a while (mostly because I realized that there was a subplot that had run on way too long – you guys might not have noticed it, but I was trying to lead up to Mindworm with Ellen's mental exhaustion and the fucked up history of her apartment building – and it was just getting awkward to stretch it out.**

 **The next symbiote arc is coming up (I've got a two planned, though like everything else, it's flexible), but it might not be immediate or it might just be an overreaching plot, I don't know.**

 **So here's a new OC. For a few characters, I'm refurbishing a few classics and that goes with a little cut and paste.**  
 **Nancy Madeline Drew – aka 'Charlotte' – is a combination of five different characters – the original Madame Web, and four different Spider-Women – along with some original traits.**

 **Like the first Madame Web, she's blind and paralyzed from the waist down, but she also has psychic powers that draw from Julia Carpenter's psychic webbing (she later became the second Madame Web, so there's that bit of trivia) and Charlotte Witter (the one evil Spider-Woman, who appeared maybe once or twice and then vanished forever) who had psychic spider legs (here represented by multiple arms, though more spidery fare isn't out of the question). She's younger than the rest, so she has a little in common with Maddie Franklin (who also touched on the 'all your powers combined' concept before her series got canceled and she got killed off in a Spider-Event), but there's a bit of Jessica Drew in there as well (got her powers due to treatment for a childhood illness, however Nancy didn't get aged up into a fanservice package, instead ending up wheelchair bound and blind).**

 **Her astral form is a bit more intimidating than her physical one, mostly because that's how the astral plane works; it's more about perception rather than fact, and if someone perceives themselves as being scarier than they are in reality, their astral form tends to follow. In canon, a bald character's astral form had a full head of hair and a normal, if morally bankrupt and disgusting, psychic's astral form was that of a toothy purple monster that had more than a passing resemblance to Slimer. To be fair, the Marvel astral plane is represented by the color purple a lot. I cannot account for the vast number of characters who resemble Slimer in some capacity.**

 **Why red strings? Well, red is the general Madame Web color and I thought the 'red string of fate' was kind of cool, though not always in a romantic sense. Which fingers the thread is attached to are picked for reasons, but it's not a huge part of the story. Just detail work. I like the filigree.**

 **The 'villain' – he's kind of pathetic to be considered an actual villain – of the chapter is a classic Spider-Man character with exactly three appearances to his name. William Turner – YEAH THAT'S THE NAME –, elsewhere known as Mindworm, is a man with a ponderously large head, a body like a chimpanzee, a face like a chipmunk, and psychic powers – hence the name.**

 **Yeah, now you know why he showed up only three times since he appeared in 1974.**

 **To be fair, I leveled his three appearances into this story. The first one, he's a straight antagonist; a psychic parasite who freaks out over Spider-Man moving into his neighborhood because 'holy shit this man has so much angst I have just hit an all-you-can-eat-buffet' which was followed by 'oh fuck I can't control this guy summon the mob of normal humans to fight the man with the proportional strength of a spider'. The second, five years later in real time, he considered revenge against Spider-Man but then thought it over and decided that the man's life was shit enough already. They fought anyway, and Mindworm learned a very important lesson about power and responsibility. The last appearance was in 2005, and the saddest. Mindworm is homeless, unable to care for himself and his powers have run out of control, negatively affecting the neighborhood he's 'living' in. Obviously, this was not a problem Peter could solve with his fists, leading to heavy thinking. By the time he decided to get the guy to a doctor – A WEEK LATER, JFC PETER –, Mindworm had already been murdered by street thugs.**

 **Yeah.**

 **Anyway, I like obscure characters. They're underutilized and sometimes cheesy, but the thing is? There's almost zero contradiction in the way they're written because, usually, only two fucking people have ever used them. It's great in a horrible way.**

 **Of course, some just suck and that's why nobody talks about them /sideeyes some of the 'One More Day' originals.**

 **Also, the Klyntar. It's a little aggravating, because the history of the symbiotes in the comics has only been extrapolated on upon a few occasions , but the most recent revelations – besides giving the race a proper name separate from 'symbiote' – has completely contradicted all other evidence ever presented. Instead of being an evil race of murderous sociopaths, they were suddenly declared to be one of Marvel's many equivalents to Green Lantern Rings in the service of good. And some were evil and they magically made the Venom symbiote – universally beheld as somewhat of a bastard – good through the power of the 'hive mind'.**

 **To be fair, they did start out as just semi-sentient clothes who just wanted to never be taken off. As Peter Parker did his laundry regularly, this was a teeny bit of an issue. But within a few years they just made the symbiotes naturally evil so Pete looked like less of a dick for getting rid of the suit that technically did nothing wrong. Twenty years later, they retcon it again (it's the comics industry), and I kinda stop giving a fuck.**

 **Yeah. A lot of people called bullshit too, but if woven a bit better, there's some potential.**

 **So, like many other things, I blended it a bit. Establish both things at the same time. More details will appear in later chapters, along with other symbiote characters.**

 **As always, reviews and comments are welcome!**


	14. The Calm (Symbiote Saga Part 1)

The Dragon-Man robot wasn't one of Otto Octavius's best designs. Certainly, it was head and shoulders above what most scientists could create in the space of time allotted and the combination of flight, firepower, and strength was effective, but it was by no means a masterpiece. A commission piece for the Frightful Four in exchange for a favor – since repaid, and the Dragon-Man lapsed back to Otto's control – and one that had been filled on a very tight deadline.

He was a geneticist first. Secondly, he was a physicist. Robotics and engineering had been a hobby – in the style of da Vinci, Otto had become something of a renaissance man, though he hadn't quite managed to start his medical studies before his 'accident' – before becoming a necessity in the light of his current situation. That didn't stop him from being good at it.

The first version of the Dragon-Man was mostly animatronic, the only armor it had being an artificial skin that an ex-Hollywood special effects man had cooked up along with the necessary mechanics to give the Dragon-Man a 'realistic' – it was a dragon and Otto failed to see how that could ever be 'realistic' – expressions to match its appearance. It flew, it breathed fire, but it was limited by the need for deception and a lack of subdermal armor. A worthy, if somewhat underwhelming, first foray into the field of robotics.

After the Fantastic Four had revealed their darker counterpart for the villains they were and trashed the robot – the Human Torch reducing the hyper-realistic rubber skin to goo and the damnable Thing crushing its head for good measure –, the Wizard had no further use for the Dragon-Man, giving some excuse about the machinery being too finicky for his liking.

Otto knew differently – he'd made the damned thing, after all, whereas Bentley lacked the skill with the hardware or software required for such an endeavor –, but had tinkered with the robot just the same. What was broken, he fixed. What could be improved, he did.

With the need for realism removed, he could armor it, redirecting the power previously needed for the creation of micro-expressions to hydraulic muscles and an even stronger flamethrower. The Dragon-Man became a solo player, following Otto's commands as it tested the mettle of various subjects in between other errands of a… less glamourous nature.

Certain materials couldn't be procured by Norman Osborn's not-inconsiderable means, after all and a flying robot dragon wasn't limited by such little things as 'laws'.

Otto directed the Dragon-Man to land on top of a building in Midtown and, once that goal was achieved, switched the program from 'commuting' to 'combat'. Today's target was, as usual, Spider-Man, and Otto was well-versed as to the wall-crawler's buttons.

They were the usual hero fare, actually. Chaos, destruction, and flashily clad criminals drew them out, threatening civilians and police drew them in, and adulation, guilt, and the prospect of a rematch made them come back for more. With time, Otto assumed he'd learn more about Spider-Man's various intricacies. If the hero continued to avoid capture, that was.

The Dragon-Man landed in the street and plowed a steely claw through the engine block of a police cruiser, lifting the rear wheels high into the air. Otto cracked a rare smile as he plugged into the proper controls, turning the robot around to whip a civilian vehicle over with its tail, police car abandoned to its lonesome smolder.

Now, while there was a job to be done, a little fun – property damage was amazingly cathartic, especially when you didn't have to pay for it – wasn't out of the question…

A shadow swung overhead, just within the range of the Dragon-Man's eyes. Setting the robot to auto-pilot – it was good enough for the ensuing fight, allowing its master to analyze the events in real-time –, Otto checked the local security cameras. His eyes narrowed.

At first glance, it was Spider-Man, wearing a black costume. Spider-Man's moves, Spider-Man's webbing, Spider-Man's motif. Tasteless, but within the realm of possibility, now that the arachnid worked with S.H.I.E.L.D. Spies were always wearing black, it was no real leap of logic for the hero to take up the habit.

But there was a glut of spider-themed heroes now, all with variations on the same move set, from the aggravating Anti-Venom – his attempts to get a blood sample had been met with a success rate of absolute zero – to the scarcely seen Scarlet Spider – Otto wondered if that meant the hero was an alternate for some other hero or simply tied to a full-time job, but there simply wasn't enough information to set up a proper ambush yet – and there was a certain familiarity to the design of the white spider on the black costume...

The pieces clicked.

"Ah, so you weren't destroyed…" He murmured, watching his creation, his Venom, take down his Dragon-Man with a well-placed – was that a ball of webbing? Creative – attack, punching a hole through the robot and sending its power core rolling across the street. The robot hadn't managed to land a single claw on its opponent before it sank to its knees in inglorious defeat.

Perfect victory.

His video communicator turned on, revealing the usual suspect – only one person used that venue of communication with Otto Octavius – staring down at him like some kind of crawling insect.

"Yes, Norman?" Otto asked, his tone abruptly icy at the interruption of his train of thought.

"I take it you've seen the news, Octavius."

He'd _made_ the news. "Yes." He said coolly.

"The… suit, I requested of you a few weeks ago… that was it, wasn't it." Norman said. "I thought you said it was destroyed. That there wasn't a trace of it left."

"Apparently, your men weren't looking in the right places." Somehow, a piece had survived, stabilized, found a host. Evolved into exactly what they needed.

The business man snorted. "Apparently not. I want you to get to the bottom of this. Now."

"The Dragon-Man android requires collection and repair." Otto murmured.

Osborn waved the concern away. For him, money was no real object, not when there was a far greater prize on the horizon. "You'll have your toy back by the end of the day, Octavius. Just get me that suit."

"Consider it done."

* * *

Ellen was able to fight down the urge to repeatedly slam her head into a wall, though she couldn't stop her eye from twitching as she saw her fellow students slapping up posters of the 'new' black suited Spider-Man. Every single one of these kids had been at the party that Venom had attacked, Mary Jane had shared the video of the latter part of that debacle, and they still couldn't connect the very simple line between points A and B.

Truly, this was a comic book universe, where the science is all made up, the IQ points didn't matter, public opinion swung more than a nymphomaniac at an anonymous sex club, and common sense was kicked to the curb sometime in the nineteen forties.

So, alright, the guy had taken down Dragon Man – which was neither a dragon or a man, but a robot – with minimal collateral damage. Ellen could respect that.

It was just that the guy who did it was wearing confirmed evil super-powered sewer goop.

Peter sneezed, interrupting Ellen's train of thought. She glanced at him and Anti-Venom processed the information. Influenza, a case that would leave most people bedridden for a week if they weren't in the possession of superpowers. "You should have stayed in bed today." She said.

"No, no. I've missed enough school." Peter said, wiping his nose on his sleeve. "I can power through a small cold."

"A cold is a runny nose. What you have is the flu." Ellen pressed her hand to his forehead, ignoring Peter's flinch at the physical contact. "And a fever."

He pulled back, pulling his locker open as he slid his backpack off his shoulder. "I said, I'm good. At the very least, I'll live. My attendance is suffering enough without me skipping over a few sniffles."

"Just don't spread that crap around, alright Parker?" He wouldn't, thanks to Anti-Venom's interference – viruses and infections were far easier to clean up than a full-blown drug addiction – but she wasn't about to tell him that.

She snorted. Yeah, just imagine that conversation. 'Yeah, don't worry about spreading the plague, I used my superpowers to disinfect you'. That would be a great follow up to the Mindworm incident, of which only Spider-Man, and most pointedly not Peter Parker, was aware. She gave him a dismissive wave as she turned to go towards her locker…

Ellen stopped short as she saw Flash Thompson tacking up a news article featuring the object of her irritation in his locker.

"Cool, isn't he?" He asked brightly as soon as he noticed her looking. "I mean, sure, the old Spider-Man was cool, but this guy…"

"Took down a robot." She finished. "I'm so impressed."

The jock deflated. "Well, I think he did okay…" He mumbled.

Ellen sighed. Handling Flash Thompson was a bit like wrangling a very young, very large puppy. Easily bruised feelings, highly excitable, and best handled by letting him have his way for a few minutes until the next distraction came along. "I give him points for stopping the bad guy before a lot of people got hurt, but seriously, compare his track record to Spider-Man's. One night of superhero activity versus almost a year."

Flash looked to the side. "Y-yeah, I guess I get what you're saying…" His eyes lit up again. "Hey, do you think that Anti-Venom or the Scarlet Spider will team up with the black suited Spidey?"

This, Ellen realized, was going to be a long morning. Come on, distraction.

"Blake."

And there it was, like manna from heaven. She turned, flashing a blinding smile that didn't quite fit with the bruised bags under her eyes and her generally haggard look. "Principal Coulson. Good morning!"

If it was possible to disturb a grown man, especially one that worked at a spy organization that one part M-16, one part MIB, and therefore had seen most of everything on the planet and some things that weren't, Ellen Blake had just managed it. Coulson blinked and, quickly removing the flicker of shock that had crossed his face, cleared his throat. "Blake, I would like to speak to you before class."

"Okay!" She chirped. Anything to get me out of the range of Flash Thompson and his insatiable need to partake in superhero gossip, she thought as she followed the secret agent slash high school principal around a corner.

"Blake, what are you…"

Ellen let the fake smile drop back into her usual neutral expression. "Mr. Coulson, this might be the only time I thank you for being a busybody, but believe me, _thank you_. He was _not_ going to shut up about that stupid black suited Spider-Man and you gave me the perfect excuse to leave." She gave him a real smile; not anywhere near the blinding display of teeth that had surprised the man earlier but just a small quirk of the lips that didn't hurt her face to express.

"You don't think much of the current media darling?" He asked.

"Look, you weren't there, but you saw Watson's video of the 'Venom' monster that attacked Harry's party. It's the same exact costume, save for the fact that it's now got the common sense to keep its mouth closed." She snorted. "I saw how it tore up Harry's apartment and mauled a whole team of superheroes. I wouldn't trust it to... well, I'm sure you can find a suitable comparison."

Coulson gave a small shrug before opening the door to a conference room. "Fair enough, but we're not here to discuss the current trend in superheroes." He said waiting for Ellen to go in ahead of him.

Ellen slid into a chair carefully, trying not to look like she was scanning the room for cameras. There weren't any readily visible but this was S.H.I.E.L.D. she was talking about. "This is about my 'home situation', isn't it?" He couldn't just leave well enough alone, could he?

"Yes." The agent carefully placed a file down on the table. Though she couldn't read the label from where she sat, Ellen assumed it was hers. "While, technically, everything is above board, as your principal I am concerned about your current place of residence."

He hadn't. She'd been careful to lose him. She'd gone forward and back and every possible diversion she could think of…

"The Kornbluth apartment building on Ninth Street, floor five, apartment…" He checked the first page. "Nine C." The folder closed again – how the hell did he get that information? The building, she could understand, given the events of the last weekend, but the exact room? – and Coulson folded his hands. "Now, Blake, a little honesty from you would be nice."  
She crossed her arms. "I don't see how that is any of your business." Or how he found that out in the first place.

"I'm making it my business. Now, how long have you been homeless?"  
Since I got thrown into an alternate universe, she thought, though she said, "Since a little before school started." S.H.I.E.L.D. agents, particularly Phil Coulson, were the kind of people where 'not to be fucked with' was merely the beginning of the list of descriptors, and telling someone that they were fictional seemed like it fell under the 'fucking with' descriptor umbrella.

"And your 'stay' at the Kornbluth apartment building?"

Considering that S.H.I.E.L.D. had been crawling all over the place like gnats after the Mindworm incident, he likely already knew. "Over." She said.

Coulson leaned forward. "Do you want to contact your family-"

"With all due respect, sir, I would rather drink battery acid." It wasn't possible, anyway. Her family was on the other side of the multiverse and while the technology to contact them might have existed, she wasn't going to gamble that against the odds accidentally receiving a transmission from an undead Reed Richards.

Five runs were more than enough for that particular franchise zombie, thank you very much.

Coulson sat back in his chair, studying Ellen for an uncomfortable moment. The warning bell for first period rang, and Ellen stood up.

"If you don't mind, Mr. Coulson…" She said, gesturing to the door.

"Go to class, Blake. We will be continuing this conversation later."

* * *

'Later' seemed to mean 'after school' or 'some other day' because Coulson didn't track her down at all after that early morning meeting, which was fine with Ellen. There were too many things going on without a spy snooping around her business – though she doubted he would just drop the issue – and it was… nice being able to focus on those other things, even if it was going over homework with the 'squad' at the lunch.

The Parker-Osborn-Watson circle had expanded again, doubling in size with the addition of Luke Cage, Daniel Rand, Ava Ayala, and Samuel Alexander. Two, she knew, and though she didn't know the others identities for sure, Ellen knew how to connect the dots. Power Man, Iron Fist, White Tiger, and Nova, all at her lunch table. And, because the subject of discussion – surprise, surprise – was superheroes, Flash Thompson decided to crowd the already limited space.

Great.  
"So, I'm saying, yeah, he probably should have come up with a better name than 'Black Spider-Man' because, dude, that's the cheapest name you could go for." Sam was saying. "I mean, that's worse than the Superman spinoffs. Superboy, Supergirl, Superwoman… I mean, 'Black Spider-Man' is on the level of Superman Red and Superman Blue."

"So what would you have picked?" Flash asked.

The smaller boy shrugged. "I dunno. Tarantula. Spinner. Arachnoman. If a guy can get away with 'Scarlet Spider', don't see why 'Black Spider' wouldn't have worked."

Ava looked up from her homework. "So how many spider themed superheroes are we up to now? Like… four?" She asked.

"Five." Peter, Harry, and Ellen said in synchro before giving each other a strange look.

"Who's number five then?"

"Toxin." "Madame Web." "Charlotte."

Another exchange of weird looks.

Ellen forced herself to relax. "Well, I didn't know anything about a 'Toxin'," she lied, making a mental note to corner Harry later and figure out how the hell he knew anything about the symbiote, "but I got the 'Madame Web' handle from a gossipy superhero. Might have been Parker's 'Charlotte'."

"The Scarlet Spider?" Peter asked reflexively before clamping his mouth shut.

She gave a small nod and Flash's eyes started _sparkling_.

"You met the Scarlet Spider? What's he like? Did you get his autograph? Oh god, you've gotta spill, Blake." He was almost crawling over the table after the prospect of superhero gossip. Everyone else was staring at her too, though not with Flash's hungry expression, instead displaying a kaleidoscope of emotions varying from vague interest – Alexander – to confusion – Harry – to sympathy – Mary Jane –.

Why did she even open her mouth in the first place?

Ellen grimaced. "Apartment building got taken over by a mutant telepath with issues. Spider-Man and the Scarlet Spider saved the day. He's cool. No autograph. The end." Hopefully the laconic version of events would forestall any more questions.

"Oh my god. Are you alright?" Mary Jane asked.

Ellen wished that she could get away with using Anti-Venom's camouflage at school. The spotlight of attention wasn't nearly as fun as some people treated it. "Yeah. Tired, because it was like… three AM, but I'll live."

"Where do you live anyway, El?" Harry asked. "My dad's been bothering me to introduce him to your parents…" He added almost apologetically.

Ellen wasn't surprised that Norman Osborn would be the sort of person to thoroughly vet those in close association with his son. Her father had been the same way with her friends and had been in the habit of running of the ones he didn't approve of. Harry, by dint of being a member of the male sex, would have been one of them.

"At the moment… nowhere. Going to stay at a hotel or something until I can find a new place in my price range." She said smoothly. Technically, it wasn't a lie, save for the 'stop' at a hotel; her price range was, at the moment, somewhere between zero to nada, since all her funding either went to food, clothes, or other various needs. She didn't need rent soaking up her rainy day fund, so it was back to shopping for a new squat. "And I don't live with my father anymore. We don't get along and I don't want to talk about it."

Peter managed to look even more awkward at her answer. Of course, he would know and, for some vague and convoluted reason, feel awful about it. Classic Spider-Man guilt complex.

The conversation shifted to schoolwork as Danny bounced a question about Algebra off Ava, so Ellen tuned it out, her head sinking down to the table as she fell asleep. Too soon, she felt someone shaking her shoulder.

"El, lunch is almost over." Harry said.

She groaned, picking up her head off the table – everyone else had already gone – and looking over to a wall clock. Seven minutes until the next class. "Fuck."

"Language."

"Traitor." Ellen hissed as she scrambled to gather her things.

* * *

Coulson was an adept listener with a memory to match. It was a skill that he'd used often when he was young, one that eventually led him to S.H.I.E.L.D. employment. It wasn't as flashy as hand to hand combat and it often paled in comparison to a proper computerized background check, but it occasionally reminded him that sometimes, simple was better.

So far, that skill was giving him more information – though most of it was psychological – on his current project than any of his other, more strenuous searches.

Fact – Eleanor Blake was still homeless but looking for a different location than the Kornbluth apartment complex. He cross-referenced the information with one of Spider-Man's recent captures; the mutant William Turner also known as the Mindworm.

The specs that had followed were both illuminating and unsettling. Turner's powers were rather weak compared to those of most mental mutants and the man required a certain amount of psychic or emotional energy just to survive. It brought to Coulson's mind an old science-fiction short story from the fifties that had run on similar themes and was, ironically enough, called _The Mindworm_ , though instead of ending up a mentally-ill homeless man, the villain protagonist had used his powers to incite conflict and increase his material wealth while murdering his way across America.

He shook his head. Hopefully Turner would come to a better end than the 'whomp year', but psychic draining would certainly account for Blake's recent academic lapse. He returned to his list.

Fact – Eleanor Blake had issues with her father. This could possibly account for her contempt for authority, he reasoned, especially those resembling the mysterious Mr. Blake in some fashion. Exactly what the man had been like, he had no idea, but more information would eventually come up. Teenagers were great at prying each other's secrets out.

There might have been other family, but every reference to such had always been through the lens of 'her father'. Even if she tolerated the others, if there were any 'others', that overriding presence would keep her from agreeing to any kind of contact with them.

Suspicion – Eleanor Blake was a lot smarter than she let on. This, Coulson had as a near certainty, but that certainty was like knowing of a well without a grasp of its depth.

Her grades, while easily the top of the class in the various humanities and history, were little more than average the sciences and struggled to stay afloat in mathematics on her best days. That wasn't the point of interest.

It was how she handled the people around her.

In a few ways, it reminded him of an episode of Supernanny, if the nanny was infinitely more exhausted, the children were teenagers, and the parents were nowhere to be seen. From another angle, it was a bit like how he and Fury had to handle their own teams; with a certain level of respect for their skills, but a low tolerance for their bullshit.

Understandable around teenagers. Less so around superheroes like the Scarlet Spider.

Eleanor Blake was no longer a complete mystery. She was a hundred piece jigsaw puzzle that Coulson was just starting to get all the pieces to and what was visible so far promised to be very interesting.

* * *

 **Okay, on to the next multi chapter section.**

 **Just warning you ahead of time, this is going to be a lot more than just two to three parts. It might end up being like… six or eight by the end. Who know.**

 **Anyway, not a lot happened in this chapter. It's all setup right now, hence the title.**

 **If you're interested in the Mindworm story referenced by Coulson, it's free to read online. The Wikipedia page has a link to it.**

 **Anyway, hope to update soon! Reviews and comments, as always, are welcome.**


	15. Forecast (Symbiote Sage prt 2)

Ellen spun through the air lazily, leaving Anti-Venom to the exact details of web placement. There was no specific direction to her movements, no end goal in mind as she swung above the busy streets. She simply wanted the space between her and the earth below to be maintained, to distance herself from depressing reality for an hour or so before she had to go find a place to sleep. If, while doing that, she encountered Venom… well.

She'd burn that bridge when she came to it.

For now, glorious flight and a momentary escape from reality.

As soon as the thought had materialized, it was dashed by a blare of spider-sense. Ellen released her latest webline, falling away from the gout of flame that engulfed it. She tagged another building, pulling out of the path of a diving Dragon-Man.

"Thought somebody already recycled you." She snapped.

The machine roared in response, pulling up to go after her again. There was an obvious patch on its chest where Venom had punched its engine out; a sloppy repair, meaning whoever was in charge of the damn thing – it certainly wasn't Diablo, there wasn't even the slightest sign of sentience there to indicate magical involvement – had pulled a rush job getting it back into the field.

A potential weakness in the design, if she could get past the flamethrower and the steel claws in its immediate surroundings to reach it.

Something black flashed in her peripheral vision, distracting Ellen for a second. The Dragon-Man made her suffer for it, punching her down to the asphalt some sixty feet below. The unforgiving earth cratered slightly around her, the weaker material of her body giving in against the larger immobile mass. Broken ribs, splintered spine, a hundred other ruptures inside… Anti-Venom dutifully patched her back together in the next instant and she forced herself into a handstand and backwards, back-flipping out of the way of Dragon-Man's follow up strike.

No distractions.

The robot leaned back, opening its beak again. She braced for flame…

And got a thousand nails on a million chalkboards. Ellen clapped her hands over her ears, ignoring the sudden lashing of her symbiote. The people around screamed as well as every window in the immediate vicinity cracked and then shattered outwards.

A sonic attack. Who the hell knew about the effect of sonic attacks on symbiotes? Between Anti-Venom, Venom, and the vanished Toxin, there weren't any other proper symbiotes in the city. Nobody would know the weaknesses.

Save for S.H.I.E.L.D. and whatever bastard designed the Venom symbiote.

She grit her teeth, forcing Anti-Venom to stop twitching as the sonic attack ended. Smooth as ice and twice as deadly, that's what she needed to be right now, not mindless and lashing out in each and every direction. The robot lowered its head, looking inordinately smug for a machine without facial muscles.

Ellen Blake decided to remove it.

She tagged the wide spread claws with two weblines and pulled, slingshotting her feet first into the Dragon-Man's patch. Bones creaked for a moment before Anti-Venom compensated and pieced them back together. In that same span of time, she sprang back, skidding on the remains of the street as the robot reeled.

The black blur flew in, slamming the Dragon-Man from behind with both feet. Ellen caught sight of white eyes and a spreading white spider in the moment between the kick and the rebound, when Venom – that fucking Venom that was most definitely evil – tagged the robot with a lasso of webbing, pulling the thing off balance. As soon as it landed, he pounced, tearing its tail off before beating the robot senseless with it.

Ellen held herself back, giving Venom a hard aside glance. Okay, so maybe it wasn't a villain…

"Yeah!" Venom roared, flexing and posing dramatically as the cameras came out. "Uh-huh! Yeah! Checck iiiiit! Yeeaaaahhh!"

Nope, still hated him. Possibly more, now that she had heard fucking high school jock gibberish as filtered through a symbiote's voice.

"Seriously, is everyone going to be tripping over my trademarks?" Spider-Man descended on a slender webline, his head level with Ellen's.

Ellen shoved down her annoyance. "There's not even a Spider-Woman yet. You can complain when there's five or six of those."

"Do you think 'Black Widow' counts?" He asked. "I mean, she doesn't really use a spider motif outside of the red hourglass belt buckles, but…"

Venom was still posing, though some of the photographers were turning their lenses towards the other spider themed heroes present.

Ellen ignored them. "I wouldn't press her about it. I hear she's got some mean tasers packed into that catsuit. Wanna see how you match up against a bug zapper?"

He quieted, carefully considering the idea. "Yeah, no."

The black suited Spider-knockoff turned around, walking towards them. "Yo! Hero guys. So, what you think? Pretty great, huh?" He asked.

"Not bad for a rookie." Spider-Man quipped, apparently channeling his inner Fury. "I mean, you can't really beat up a flesh-and-blood bad guy like that, but robots, you can make that kind of mistake."

There was a barely perceptible bristle over the lines of Venom's shoulders and a far more obvious narrowing of the eyes. "What."

"I am curious about where you got that suit." Ellen cut in smoothly, her tone just as icy as her glare as she dropped her good humor. "Because the last I heard, the Venom symbiote was supposed to be destroyed. We put a bit too much work into that for there to be this much left of it." She flexed her hands, popping her claws.

Venom leapt, tagging a building with a webline as he zipped around the corner.

"Hey! Get back here!"

* * *

The chase was short, dirty, and unfruitful as Venom lost the pair in a tangle of New York back alleys. Ellen would have searched further, save for Peter physically holding her back.

"Venom's gone." He said, looking down into the dark alley. "You're not going to find him by tearing the city apart."

"That… thing… was supposed to be dead." Ellen snarled. "Completely and utterly destroyed."

"Considering that you're wearing the same brand, I wouldn't be throwing stones."

Ellen's head snapped up, her eyes narrowing as she saw Ben Reilly sitting on a sign above them in full costume. "You don't know jack about this, Scarlet." She hissed.

Peter turned to look at her. "So that's how you know its weaknesses! You're wearing the same thing!"

Calm, calm, don't freak out and murder your heroes, Ellen thought to herself, even as Anti-Venom coiled around her soothingly. "I thought it was the same thing when I first saw it. I was wrong. That… abomination… isn't anything like my symbiote." It was dirty blood, an infection waiting to spread. Anti-Venom was a cure.

The symbiote stirred at the faint praise, settling even more comfortably into her skin.

"Really?" Reilly said, dropping down to their level. "Illuminate us then."

Parker touched his wrist nervously. Ellen assumed he was adjusting his webshooters for the seemingly inevitable fight.

"The Venom parasite is lab-made off of this kid's," she jerked her head towards Peter, "DNA, because some jackass looked at his powers and thought, hey, that's interesting, and boiled it down to the basic instincts."

"So why did it scream when you touched it back at Harry's place?" Peter asked.

"The Anti-Venom symbiote – not made in a lab, just so you know – has a particular deep cleansing power." Ellen said, laying down one of the few cards she had in her favor as she stretched out her fingers into long, needlelike claws. "Genetic anomalies, radiation, drugs, disease… if I can get my claws in it, I can give it the kind of deep-clean Modernistic wishes they could patent. To a parasite made of dirty blood riddled with performance enhancing drugs and transgenic variances… I'm fucking Kryptonite."

What she could do to either Spider went unsaid.

"And it's not evil?" Peter asked.

Ellen bristled. "If I was evil, do you think I would have given you the free advice on my weaknesses?"

Silence.

"Okay, that's a point in your favor." Ben admitted.

It better be, she seethed internally.

Something red flashed in her peripheral vision, swinging from the top of another building.

She tagged a building with a webline. "Now, if you'll excuse me, I have other appointments."

* * *

Ellen had to admit that, compared to her last squat, the Ambrose Crash Pad punk house was the Taj Mahal. The place might have been graffiti covered and stuffed to the brim with punks, emos, homeless teenagers, and other assorted outsiders, but it was homey in a way that the Kornbluth apartment building wasn't.

It might have been the fact that there was actual furniture and no emotion eating mutant in the basement, but life was good regardless. Even if Toxin and Venom had both evaded her and neither Spider seemed over fond of her at the moment.

Her 'room' – it was really a bunk space that housed almost twenty bunk beds, before and after the public servants left the space – was patchwork painted, the area around her upper level bunk painted black with scribbled yellow lyrics that were describing either a hopeless battle against insurmountable odds or a Final Fantasy game. The part that would have hopefully clarified was obliterated by a putrescent lime green scream of 'GIT GUD, FRACK BOY'.

It cost her a few twenties to move in – actually, it had been a donation, because of some deal that had been struck with the city that had removed rent but saddled the punk house with the cost of upkeep –, but it was warm, something that would be very important in the coming winter.

Ellen bounced experimentally on her mattress – it was blissfully clean for its environment –, making the metal mesh holding it up squeak.

"Do you really need to do that?" Her bunkmate asked flatly.

She rolled over to look down at him. "Yes, Adrian, because this is the first real bed I've had in over a month and I am going to enjoy every fucking second of it."

Adrian rolled his eyes before returning his focus to his pocket mirror, deftly touching up the thick smears of kohl under his eyes. The goth boy – complete with black lipstick, lank black hair, and raccoon rings painted around his eyes – had arrived a few hours before Ellen and had ended up bunk mates with her. He'd been on the streets for almost a year after his older brother had thrown him out – for what, he hadn't said and Ellen hadn't asked –, a fact that he'd never once hesitated to remind Ellen of when she complained about the minor annoyances of the lifestyle in the three hours they'd known each other.

"Is there an 'Eleanor Blake' in the house?" Someone called from the hallway.

"Yeah?"

"There's a suit asking for you at the door."

* * *

Of the three 'suits' Ellen was personally acquainted with, Norman Osborn was the last she'd expected to find outside a punk house at eleven pm, even if Harry was skulking around the inside of the vehicle. If he was the Green Goblin, he would have had the excuse of being there to bomb the place or some other dastardly act, but a perfectly normal businessman standing in front of a limo in a part of town that was miles away from gentrification?

There was a shoe waiting to drop, she was sure of it. A very large, spike-riddled, steel-toed boot of a shoe.

"Eleanor Blake." Norman said, flashing a disarming smile. "You are not an easy girl to track down."

By design and not one that she'd wanted so quickly unraveled, but she nodded anyway. "Mr. Osborn."

He gave the Crash Pad an appraising look before focusing back on her. "You can imagine my… surprise to find out that my son's English tutor was living on the streets." The appraising look was back, and Ellen knew that there was some kind of number-crunching accompanying it. Risk versus reward, investment versus return. She knew the look well enough. "Why don't you live with your parents?"

Ellen shrugged. "My father and I had a falling out over my plans for the future." Truth, though it had happened much further in the past then Norman would likely assume. "I told him he didn't own me, he told me I was on my own."

It had been, what, ten, twelve years? And all because she had put the arts above the bottom line. Ellen had considered her disownment no great loss by that point, having known for far too long what her father's true motivations for pushing her towards medicine and law were.

Norman frowned at that. "My condolences. I know what it's like to have a… less than cordial relationship with one's father."

Silence.

"Well, I'm sure you didn't come out here just to talk about the failings of various parental figures, Mr. Osborn." She said, leaning against the outer wall of the Crash Pad. "What could a lowly high school student possibly help a man wealth, taste, and acumen with?"

He smiled. "Well, Harry asked that I check on you. It's the least I could do for one of the people who helped get his grades out of the C minus range." Norman gave her current residence a suspect look. "Are you quite sure that this place is safe?"

"It's a straight edge punk house, Mr. Osborn. No drugs, no booze, no smoking, no sex. Probably cleaner than most businessmen's social clubs." She rapped her knuckles on the bricks. "The construction is solid, the wiring's safe, and I can probably beat up half the guys in residence if anyone decides to start something."

"No need to convince me, Eleanor." Norman opened the door to his limousine, revealing a complete absence of his son as he settled into his seat. Probably still grounded, Ellen thought. "Don't hesitate to call if you need anything, though." He added, almost as an afterthought. "It's the least I could do."

"I'll keep that in mind." She said.

With that, the limo drove away.

Ellen let her smile drop. "Right alongside my dad's offer to 'un-disown' me." She muttered as she returned to her bunk.

* * *

Harry had latched onto her the moment she'd entered Midtown's front doors. "So, how'd it go?" He asked.

"How'd what go?"

He shifted awkwardly. "Um, with my dad, since I told him where you were staying." He finished in a whisper. "Sorry about the invasion of privacy thing. I seem to be doing that a lot lately. Following you around town, going through your things…"

Ellen's eyes narrowed.

"And you didn't know about that." Harry said. "This hole is just getting deeper."

"Keep going and you might just discover the subterranean land of the Mole People." She agreed.

"Anyway, I want to talk to you about something." Harry said, grabbing her by the sleeve and dragging her into a nearby boy's bathroom.

"You do realize that this place is considered a forbidden zone for my kind, right?" She said, even as Harry checked the stalls.

Once he was satisfied with the limited privacy of the bathroom, he turned back to her. "Alright, El. I've got one last confession to make."

"I already know you're gay for Parker." Ellen deadpanned.

"That's not it –wait, what? No, no. No. We're not, it's nothing like–"

Ellen waved off the rest of Harry's babbled denial. "Okay, you're not gay, onto the confession."

The redhead rubbed the back of his neck. "Alright… okay. I think it's just easier to show you…"

"I swear to god, Osborn, you better keep your pants on for this."

"Can you stop it with the jokes? It's weird from you, and I swear to god, this is important." With that, Harry Osborn braced and something red spilled out from under his clothes. Soon he was covered in the orange-tinged red, the slime wrapping around him as the odd black tentacle wove in and out of the rest like speeding snakes. It wrapped around his head and a pair of white eyes appeared, black lines bleeding away from them in a semi organized design.

"So, what do you think?" He said, his voice distorted and garbled around the edges. "I'm a superhero."

Ellen Blake saw red.

Harry – Toxin – took as step back as white spilled out from under his clothes, wrapping around her as it pulled into a very recognizable white and black suit. She took a deep, shuddering breath that revealed a maw full of jagged black teeth with a green tongue flashing behind them.

"I'm giving you five seconds to start spinning one hell of a story, Osborn," Ellen said, a dangerous edge sharpening Anti-Venom's inhuman voice, "because if you don't, I am going to kick your ass."

* * *

 **Okay, seriously.**

 **I make attempts to foreshadow shit. The subtle hand might be wasted on some bits, but I try. Oh my god do I try. I try all the time in this institution.**

 **AND SHE PRAYS. /Skeletor's voice in the distance.**

 **Oh my god, do I pray.**

 **I pray every single day, for literary revolution.**

 **Anyway, done with the obligatory musical shout-out. I've been foreshadowing Harry as Toxin since the first Venom event. There is literally no one else who could logically be Toxin at this point.**

 **I'm still teasing you on who Venom is, because I'm foreshadowing the hell out of that (for however long that lasts).**

 **I've got plans in the works for the next symbiote saga (WHICH IS ROOTED IN SEASON TWO MATERIAL AND HAS ALREADY BEEN FORESHADOWED, YES ALREADY) which is probably like fifteen or twenty chapters away because a lot of other shit needs to go down first in order to get to that point. In between here and there, I've got some basic story ideas. It's halfway between a plan and writing by the seat of my Batman boxer shorts.**

 **I'll admit, some parts of the story are kind of clunky, especially in the beginning (oh god the beginning). Once I finish (AND I AM GOING TO FINISH THIS PIECE OF SHIT IF IT KILLS ME), I might do a rewrite. I'm kind of tempted to make the rewrite a fancomic, but we'll burn that bridge when we get to it.**

 **I might be taken a bit longer to update this fic, but that's because I might possibly have some Worm fanfiction that is keeping me from focusing solely on this project (also a grandmother that doesn't seem to understand that I can't hear her from across the house, especially when my door is closed) and one of my older fandoms is sucking me in again.**

 **Stupid Choose You Own Adventure challenges.**

 **Further updates on this fic might be slow in the coming, because Worm, focus problems, and ONE PIECE.**

 **/Pirate Rap echoes in the distance.**


	16. Toxic Friends (Symbiote Saga prt 3)

Harry held up his hands up, stepping backwards away from the enraged girl. "Wait, wait. You're Anti-Venom? I thought Anti-Venom was a –"

"Yes, yes, I don't have a chest. Don't remind me." Ellen snapped, stomping closer and closer to him until Harry was pressed up against the far wall of the bathroom. "What I really want to know is why my best friend felt a need to backstab me! Huh? Got a good story to explain that? Never mind that you followed me around town, you STOLE FROM ME! What if it was dangerous? What if that was the only thing keeping me alive? You didn't even think to ask! No, you invaded my privacy, stole my things, and SICCED NORMAN FUCKING OSBORN ON ME!" She held up her hand for a slap… and slowly lowered it, a rattling sigh escaping from her mouth as Anti-Venom retreated back under her clothes. "Fuck it. I've got class." Ellen turned towards the door, shifting her backpack over her shoulder.

Toxin flowed away from Harry's face, regret scribbled over his features in broad strokes. "El, I'm-"

"Don't talk to me, Osborn. Not today, not tomorrow. Just… leave me alone."

She left, leaving Harry alone in the bathroom.

"You messed up." Toxin whispered.  
"Tell me something I don't know." Harry murmured, looking into one of the mirrors. The face that looked back was tired; too tired for how early it was, too tired for how excited he'd been just five minutes ago. "How do I fix it?"

"I dunno. I'm not good at people."

"I mean… what am I supposed to do? Okay, I shouldn't have gone through her things, but I was worried!" He ran his hands through his hair. "First she gets attacked by a supervillain, then I find out she's homeless… I told my dad about it, because that's what everyone says to do, but apparently _that_ was the wrong answer…" Harry gently smacked his head against the cool surface of the mirror. "I don't know what to do." He sighed.

Toxin didn't reply, instead settling for giving the symbiote equivalent of an awkward pat on the back.

Neither realized that the entire confrontation hadn't been as private as initially assumed.

* * *

Coulson sat behind his desk, eyes closed as he leaned back into his chair. He'd heard the entire confrontation, as the security system was programmed to latch onto any and all conflict markers and bring them to his attention. While it mostly just served to keep bullying situations from spiraling out of control, there were the occasional gold nuggets. The bathroom security systems were audio only, a safe-guard against less scrupulous eyes, but it had been enough.

Eleanor Blake was a superhero. Specifically one that had been a relatively benign – Anti-Venom had a record that, while relatively humble in comparison to other heroes, did have a nearly perfect score for actual protection of the public – thorn in Fury's side for a while now. And Harry Osborn was one as well. Toxin, if the information the teen had shared earlier in the week was any indication.

A common origin, something from Blake's belongings. Something that gave powers but only so long as it was in the user's possession. Like White Tiger's amulet. Blake had been in possession of more than one – and still was, he reminded himself – and was aware of some kind of risk attached, if her reaction was anything to go on.

Mind-altering effects like the Tiger Amulet? A worthiness condition like Mjolnir that, if not met, could prove deadly? Maybe it needed some genetic marker, as required by the Terrigen Mist?

He'd check over Parker's reports for any hints there. The teen hero crossed paths with Anti-Venom enough that something might have slipped.

Whatever it was, Osborn was talking to himself. Attempting to justify his actions, trying to walk his way back through the situation so he could figure out what he'd done wrong, or a sign of some kind of mind-altering effect?

Without visual, there were a hundred thousand cues and clues that Coulson was missing, but what was there was… well, he didn't like to say 'damning'.

'Enlightening' was better, despite all the new questions it raised.

How had Blake gotten the items? Were there more than the confirmed two? Why was the attention of 'Norman fucking Osborn' of more concern than her apparent best friend stealing a highly dangerous item? S.H.I.E.L.D. did have eyes on the man, but the most they had on him were the normal military-corporate sins. Not unless a teenaged girl knew something the nebulous spy organization didn't.

Somehow Coulson found that he wouldn't be surprised if that was exactly the case.

Now, what to do with the information.

Fury would likely go in as he had with Spider-Man; assuming a position of power from the start of the conversation and every word out of his mouth would be another nail to reinforce that position until the target said 'yes' or ran off.

While that might have worked with Parker – a mountain of insecurities and neuroses were only one scratch away from the smooth surface of the teen's confident veneer –, Eleanor Blake was a very different animal. She guarded her independence like a starving dog guarded its food, and any threat to that independence was a threat to her. She was naturally wary and in the wake of Osborn's betrayal, that wariness would only intensify, reinforced by rage.

She wouldn't start a fight. That wasn't Blake's style. She was a reactive personality, but, then again, so was the Hulk. The only differences were the raw capacity for property damage and the fact that Blake was constantly holding back. Even when it seemed certain that the girl was ready to murder Osborn in the bathroom, she caught herself and held back.

Coulson called up Anti-Venom's file and started reading. He needed more information before he could come up with a strategy.

* * *

Ellen couldn't be there right now. She needed to go out and into the air. Find a condemned building and break something. Find a dark tunnel and scream. Something that didn't involve breathing the same air as Harry fucking Osborn. She stomped out of the bathroom, ignoring the confused looks as she made for the doors…  
"Ellen!"

Someone grabbed her shoulder and she spun, glaring down at the offending party. "What do you want, Parker?"

He drew back, hands held up in surrender. "I… look, I just wanted to ask what was wrong." Peter said calmly. "If you want to tell me, fine. If you don't, that's fine too."

"You want to know what happened?" She snarled. "Go ask Osborn."

Peter looked over her shoulder. "He's right there… why don't we-?"

Ellen pulled away from his grip. "Leave me alone, Parker." She said, pushing out of the front doors before breaking into a run across the yard.

"El!"

She needed to not be there.

She vaulted over the hood of a black car, ignoring the interested eyes of Norman Osborn in the back seat as she zigzagged across the street.

The businessman drew a phone from his pocket and clicked the number 8 on his speed-dial. "Octavius. I believe have a name for you…"

* * *

Coulson watched the footage again.

Blake had set off every camera she'd walked by, every inch of her the portrait of tightly wound tension that would explode at the right provocation.

For a second, Parker's casual contact seemed like that provocation. Blake was physically avoidant even at the best of times, and now was certainly not that. But, she'd just pulled away and run for the exit.

Truancy. Usually a cause for detention – which would in turn be a fair opening to breach the topic of her after school activities –, but somehow that seemed like just one more straw on the back of an already straining camel.

Homeless, without support or – thanks to Osborn's disregard for her boundaries – friends, the victim of a telepathic mutant, pulling hours that matched up almost perfectly with Spider-Man's – an odd display of concern from the hard-edged girl despite her dislike of the boy out of costume –… It was a wonder that Eleanor Blake was still functioning. Yet she was, managing to juggle a superhero career – one dogged by Nick Fury, no less – with a high school education.

Maybe that was the real superpower of the spider themed heroes. The inability to lie down and die.

The video stopped as Blake disappeared into an alley on the other side of the street, leaving Coulson's thoughts to turn to strategy.

A hard hand or a display of force would only drive Blake away and likely drive what tentative communications there were with the hero into the ground. Subtlety and deception, if detected, would do the same.

This would require something different. Unorthodox.

Coulson smirked.

He was good at unorthodox.

* * *

Otto Octavius watched the video feed without comment. This 'Eleanor Blake' might have been physically adept – parkour was no small feat, especially when one couldn't properly plan for the terrain – but it wasn't nearly on the level that Spider-Man and the rest of his ilk were capable of.

There was a certain allowance to be made for the sake of a secret identity, but heroes tended towards the 'all or nothing' practice of their skills. The middle ground was too slippery for most to handle, but it wasn't unheard of.

Unlike Norman's prediction, Blake wasn't the face beneath the mask of Spider-Man. The DNA, while not enough to give Otto any possible clue to its owner's appearance – Norman's insistence on having his product 'as of yesterday' had obliterated any chance of an in-depth study of any markers outside of the obvious problem strands –, was unmistakably male, so unless this 'Eleanor' was of a certain persuasion…

Otto mentally backspaced and, had he still had use of his hands, would have slapped himself. He was a scientist; he was supposed to be open-minded and he knew better than to call anything 'impossible', much less assume that he had a full grasp of the problems of a modern teenager.

What was nearly impossible was having reliable camera access on the girl. While Norman had been 'kind' enough to place cameras all around the major streets and buildings of the city, the back alleys weren't so prolifically surveilled. There were entire minutes of missing footage thanks to this oversight which translated to minutes of annoyance for Otto.

A low grumble of irritation rose in the back of his throat as Blake finally failed to resurface in the next street. Had she ducked into a building through the backdoor? Slipped into the sewers? Tripped on a piece of debris and knocked herself out? For all he knew, she'd turned invisible and continued her directionless run. Mutants were annoyingly prolific like that, complete with the tendency towards popping up in the most inconvenient places.

That didn't mean the chase was over. No.

He had enough shots of her to create a search algorithm that would lock on to Blake whenever she – or someone matching her appearance, there was only so much a computer could do about that – appeared on one of the cameras, but Norman had been kind enough to give Otto her current address – apparently the girl was a transient, a detail which might prove both an asset and an annoyance in the future – and a series of cameras in the surrounding area.

If the girl displayed any unusual abilities, he could just get the Dragon-Man or some other robot to kidnap her when she slept. There would be witnesses, certainly, but it was much easier than confronting a hero in the air, that was for sure. And here, far away from the usual circles of his son, there was little chance of Norman catching a conscience and telling Otto not to kill any unlucky witnesses to any abduction.

No, the man would likely recommend it. He had little use for the little people.

Otto turned his focus to his other quarry.

Venom.

The suit wasn't easy to find. Something had scared it – or, more likely, the person wearing it – and Otto suspected that the confrontation with Anti-Venom was responsible. What kind of power did that hero hold over it? Was there some Achilles' Heel that he'd overlooked or was it something else entirely?

Electricity would destabilized it – was there anything that enough voltage wouldn't throw off balance? –, but there was nothing to indicate that that kind of energy projection was within the hero's power set. Perhaps something chemical then.

Otto grimaced. Without a viable bio-sample, it was all speculation. For all he knew, Anti-Venom had a quasi-magical healing ability that just happened to kill off parasitic entities.

That was fine enough, he supposed, if it wasn't his creation – these kind of weaknesses were simply not acceptable – and if there wasn't a sword hanging over his neck, ready to fall the moment Norman Osborn decided that Otto Octavius was no longer useful to his plans or profit margin.

Otto checked his feeds again. Nothing- wait. One of the feeds flicked on, revealing Venom running after the Dragon-Man robot. Otto had it patched up again – it was child's play reattaching the tail and the superficial damage was exactly that – and sent it out on an observation path to be followed up by aggressive maneuvers once it encountered one of the targets.

The suit looked… different. More distorted than usual, an exaggeration of the upper body muscles that leaned towards a caricature's proportions.

Degeneration? Maybe the stabilization was temporary. Tied to some aspect of the host? Otto frowned as the suit slipped into quadrupedal movement, huge clawed hands digging deep gouges into the rooftops. That wouldn't do at all.

* * *

Ellen had slipped into Anti-Venom and on into stealth camouflage mode in the alley, running up the side of the brickwork. Running was well and good, but what she wanted to do was fly. Maybe if she went fast enough, she'd outrun her problems.

She knew better than that – when had running ever helped before? – but she still swung, losing herself in the repetitive motions of webslinging.

Something howled; an unearthly, bone-chilling sound that nearly knocked Ellen out of the air. She knew that roar, for all that she'd only heard it once before. She tugged herself higher into the air and beheld.

Venom – not the controlled Venom of the previous week, but the toothsome monster that had threatened Harry and Mary Jane at Harry's ill-starred house party – was there, tearing the Dragon-Man robot to pieces. The wings went first, torn out of their sockets with an almost visceral scream as the metal gave way to superior force.

It was obvious that the parasite was in control as Venom pitched the razor wings at the street below with a hard enough spin to make the metal constructs spinning buzz saws of death. Ellen leapt after them, tagging them with webbing mere inches from dicing the pedestrians below.  
"GET OUT OF HERE!" She yelled at the crowd as her spider-sense screamed at her to _**move**_.

She looked up, only to see a hulking black silhouette against the sun in the split second before she was slammed into the pavement.

The crater was easily ten feet across and three feet deep, all splintered asphalt and agony. Ellen gasped for air as her bones re-knit and Venom pressed down on her chest, its face split by a deranged fanged grin.

"You…" Venom breathed, leaning down to graze her face with its tongue. "We know you. We haaate you."

"The… feeling… is mutual." Ellen snatched the offending member and willed Anti-Venom to disinfect.

Venom reeled back, screaming as its tongue rotted out of its gaping maw and fell to the street to become little more than a suspect smear. Ellen sprang out of the crater, kicking the monster in the face without hesitation. "And believe me, nobody hates a parasite more than I do."

The monster unhinged its jaw to let loose another roar, but it was interrupted by a hail of bullets. Black ichor splattered upwards and out as Venom stepped back, looking down – was that shock written across the monstrous face? – at the crater-studded face of its chest.

Ellen's attention twitched to the side. Four police cars had formed a barricade just behind the crater and Captain Stacy was standing with an automatic handgun raised, smoke trailing from its barrel.

"Care to explain what the hell is going on, Anti-Venom?" He said.

Any in depth answer was cut off as Venom snapped back to reality, the pockmarks left by the bullets sealing up without a trace as the monster roared and charged the focus of its rage.

"Well, you've met the monster, so if you could call the Avengers or somebody while I distract it?" Ellen said, not waiting for a reply before she launched herself at Venom again, bouncing off its head. It screamed again, sweeping the area around it with vicious claws.

"What's the matter, Venom?" Ellen called down at it. "Cat got your tongue- oh wait, no, that was me!"

The monster howled, swelling to an even more massive size as it grabbed a city bus – an empty one, abandoned in the initial stages of the fight – and swung it like a baseball bat.

Ellen twisted to the side, barely getting out of the way of the crushing strike – mere millimeters had passed between the tip of her nose and one of the wheels – before a black tentacle slammed her backwards throw a convenience store window.

Cracked spine, snapped neck, broken arm, glass shards everywhere. A momentary annoyance in the face of her healing factor.

She picked herself out of the mountain of chip bags and other assorted snacks, even as Anti-Venom pieced her body back together. "What I wouldn't give not to be made of plasticine." Ellen muttered as her neck snapped back into its proper position, throwing off her ability to limp outside for a second. "Or a permanent morphine drip."

Her symbiote hummed in agreement. It was annoying piecing her broken bones together constantly, but at least its host was alright at making sure the pieces stayed together.

The hollow hack of Venom's laughter echoed through the street as the police opened fire again. The black ichor behemoth was barely humanoid at this point; a mass of muscled lumps arranged in a vaguely bipedal design, long claws dragging along the cracking pavement as teeth exploded from the head without rhyme or reason in a whirlwind of fangs that called to mind the maw of a garbage disposal or a chainsaw rather than that of a living creature. A pair of tentacles dragged behind it, smaller mouths – as compared to the main head, which was already grotesquely swollen – trailed, the lamprey-like teeth slowly twisting around at the ends.

And against this abomination, the police had… guns. Not energy weapons, not anything remotely close to military grade, just the standard street gear. Given, the shotgun that Captain Stacy was using to blow chunks of black goo all over the street wasn't exactly small caliber, but against a regenerating, amorphous monster…

Venom tanked the blasts like mosquito stings, even ignoring the spray of buckshot that was splattering across its 'face'. Most of the shots simply bounced off, the velocity bled off into the layers of ooze, while the stronger ones managed to make momentary gouges in the parasite's skin, only to be smoothed over a few seconds later. The monster didn't even slow down, trudging towards the police blockade one ponderous, earth-shuddering step at a time.

There was no question that once Venom reached them, they would all be dead.

Ellen saw red and Anti-Venom rippled, four fresh arms sprouting from her back while the symbiote bulked up her pre-existing limbs. She took a deep breath… and launched herself into the fray.

She didn't expect to win, not against a Hulked-out Venom. She just needed to buy enough time for somebody – the Avengers, the Fantastic Four, hell, even the New Warriors would be fine – to come and play cavalry.

Ellen dug her clawed fingers into Venom's body, tearing and ripping at the parasite while her disinfecting powers ran in overdrive. Venom screamed, a high pitched squeal of agony that sent a spike of pain through Ellen's head. She fought through it, twisting out of the way of flailing claws and whipping tentacles as she spread her burning touch over as much of Venom as she could reach...

The monster backhanded her, slamming her up and over the police barricade, spinning through the air before a hard something rudely interrupted her flight like a windshield interrupting a bug.

A huge, firm hand pinched her shoulder and peeled her off. Ellen stared up into the face of the Incredible Hulk.

"…Hi." She managed.

* * *

 **I get the idea from the various Spider-Canons (I'm playing on the Ult. cartoon the most, because that is the source material here), that Harry's got this Well-Meaning Rich White Boy mentality that doesn't lend itself to 'cause and effect' or 'common sense'. Evidence A; every single time in every story that he's gotten into drugs, specifically when he takes Goblin juice so he can take revenge on Spider-Man for the death / 'death' / whatever of his father (WHO FUCKING KILLS PEOPLE / DOES HORRIBLE THINGS THAT ARE APPROPRIATE FOR THE TIME SLOT), which was usually self-inflicted and/ or faked in the first place.**

 **So Harry finds a weird thing in his friend's backpack. He pockets it. Maybe to show his dad, maybe to find out what it is on his own. Who knows. He finds out it makes him a superhero, he gets excited. His dad is going to finally be proud of him, he's gonna be rolling in chicks, he's got life on a platter.**

 **Obviously, he wants to gossip about this windfall with** _ **somebody**_ **.**

 **He picks one of his squad to spill to first, forgetting that 1) this is the girl who he stole the weird thing from in the first place, and 2) she has trust issues on par with the Hulk's anger problems.**

 **Of course the relationship spontaneously combusts.**

 **Ellen's temper is a slow burn that becomes a minefield when she's spread too thin, but once she's pushed to what most people would consider a breaking point… she just goes** _ **cold**_ **. If someone's made her that upset, she just cuts them out of her life. She'll ignore them completely, unless there's something way, way more important than her grudge at stake. This is the same thing that happened to the friend that liked country music, but since then, she and her temper have matured. That doesn't mean that it isn't there though.**

 **For Toxin's characterization, I went back to basics, back to Pat Mulligan, because Eddie Brock ruins everything.**

 **When Toxin was matched to Pat, it was a bit of a trainwreck for two reasons. One, Toxin, instead of having a mature personality or the advantage of the symbiote species genetic memory, had the mentality of a three or four year old. Two, Pat Mulligan was not someone who should have gotten superpowers, especially not superpowers of a Lovecraftian bent.**

 **I'm not saying he was a bad guy. He was a good cop, did some decent stuff as a hero, but Pat had a habit cracking under pressure like your grandmother's antique china. His first experience with symbiotes was with Carnage trying to kill every ass on the street, including him and his pregnant wife, which is when he 'acquired' Toxin (because symbiotes 'bud' every so often and have a compulsive dislike for the offspring, who, guess what, stuck itself to Pat). Trying to deal with a creature that was potentially even more lethal than Carnage with the temper and impulse control of a toddler raised by abusive hicks cracked him like an egg. He left his job, left his wife and infant son, his father died after Pat bit off more than he could chew with some douche called 'Razor Fist' (whatever you imagined when you heard the name… it's probably better than the canon version) … and after his series ended, we never heard from Pat again, the Toxin symbiote getting tossed around the Marvel criminal underworld like an unholy game of hot potato until it came into the hands of – GUESS WHO – EDDIE MOTHER FUCKING BROCK.**

 **Now, Harry might have problems, but he's got something that both Pat and Eddie lack; an ounce of chill. He's relaxed, he doesn't have the same level of issues kicking down his door. One family member who is fairly self-sufficient but highly neglectful of Harry's well-being, school, and the usual teenage drama (outside of the superhero stuff). Now, if someone touches on a sore point, like his dad or his grades, he'll get sour, but other than that, he's fairly chill. He's willing to explain things.**

 **Obviously this makes him better suited for a symbiote who's favorite word is 'why' than a cop nearing a breakdown and a fallen reporter who's only grasp on morality (when he has one in the first place) is usually through the lens of semi-religious insanity (WHAT KIND OF GUY PRAYS TO GOD TO KILL A GUY WHO CAUGHT A SERIAL KILLER, OH MY FUCK).**

 **Sorry about all the stories that died (that's why I attempted to make some just plain old one-shots), but I've been weird about One Piece lately (idk, there's a bunch of smallish factors in the post-time skip story that have just added up to a big old snowball of issues I can't deal with in the story). Most of the time, the problem is that I look back on how a story started and just start cringing (Shuffle Odyssey, Witt + Witticism), I aim above my abilities and end up tripping down the proverbial stairs (Spectacular Spider-Friends), or I just kind of loose the immediate enthusiasm for the fandom in question (Going Guese).**


	17. Venomous (Symbiote Saga prt 4)

Nick Fury rubbed his temples. The Headache – not to be confused with any number of minor headaches brought about by the day to day madness of running the world's weirdest spy agency – was back. "You're telling me… that Banner not only failed to leave town after the Zzzax incident, but is currently demolishing Midtown for the second time in two weeks?"

"That's what the cameras say, sir. The Hulk is currently fighting… some kind of black blob monster?"

Fury jerked forward, the Headache fading in the wash of adrenaline. Hulk fights were never good. "Give me the visual." He ordered. The main screen of the mission room turned over to a live camera feed.

The street – barely five blocks away from Midtown High – was splintered, craters large and small pockmarking the shattered surface. That was typical for a Hulk fight. It was the monster of the week that was unusual.

The 'black blob monster' was huge; larger than the Hulk by about four heads and grotesquely proportioned – like a goddamn 90's comic book character, Fury thought –, its barely recognizable head a ninja blender of pointy white teeth with two long, toothy tentacles to match. Correction, Fury mentally amended as the Hulk tore off one of the offending limbs and threw it to the side. One long, toothy tentacle to match.

A white blur sprang into frame, tagging the still twitching tentacle before bouncing over the Hulk's head to uppercut the monster. The monster reeled back, smoking from the blow as it screamed.

Fury's eye narrowed. That blur had slowed, revealing Anti-Venom, which made the monster…

The blob monster shifted, revealing a twisted, barely recognizable white spider symbol on its chest.

The channel was open with a thought. "This is Fury. I need S.H.I.E.L.D. agents in Midtown. Venom's bared its fangs and is currently throwing down with the Hulk and Anti-Venom. Hulkbuster gear, sonic weaponry, shock grenades, and whatever containment unit will hold a liquid parasite."

"What about the Hulk, sir?" Someone crackled over the comm. link.

And now the Headache was back. "If you want to fuck with the Hulk, Agent Talbot," Fury said, drawing out the name like an insult, "you will do so out of uniform and on your own time so the ensuing ass-whipping doesn't reflect badly on us."

"Yes sir."

Fury dropped the comm. and picked up his cellphone. "Coulson. We have a situation."

"When isn't there a situation?" There was a sigh. "I've got two- make that three truants to track down, a budget to rebalance, performance reviews to conduct…"

"A S.H.I.E.L.D. situation."

Another long suffering sigh. "Did Stark mess with the coffee machines again?"

That would be the icing on Fury's daily shit cake. "No, Venom is less than five blocks away from your position, slugging it out with Anti-Venom and the Hulk. Get the team and get out there."

"On our way."

* * *

Her ears rang like cathedral bells even as the rest of her sluggishly pieced itself back together. "This fight isn't even _close_ to being fair." Ellen mumbled around a mouthful of blood and bitten tongue as she pushed herself up to her knees, equilibrium shot for moment. The last blow had been courtesy of the Hulk, and while it was obvious by the fact that she was still on the same street rather than in Jersey that it hadn't been an intentional blow – she hesitated to call something that had left her head little more than pulp for half a minute 'glancing' –, it was still an experience that she would rather not repeat anytime soon.

The Hulk was still going at it, so caught up in pummeling Venom to nothing that the absence of the 'white bug' darting through the fight probably hadn't even registered. Venom was putting up a decent counter attack, but what little humanity its form had was sliding away into a pile of crazy, like something out of a Giger portfolio shot up on steroids.

If the Hulk was capable of making it so Venom couldn't get back up, Ellen would have been content to wait for Anti-Venom to mend everything before moving back into the fray but… If Peter Parker could pick up a collapsing supervillain lair easily ten times his canon limit just to get at the MagGuffin of the day, she could pick herself off the pavement.

She forced herself upright, wobbling to the side as Anti-Venom shifted its attention from her head to her leg, puzzling together splintered bone.

If Eddie Brock could tank everything the Punisher ever threw at him, Ellen Blake could take an offhand backhand from the Hulk.

The titular beast hero was thrown back through a semi-truck and on into building, vanishing in a cloud of dust and screaming metal. There was nothing between Venom and the very ordinary police line now.

She took a step forward, the red boiling at the back of her eyes.

Nothing except her.

The symbiote hummed in approval, even as Ellen forced herself past walking and into a run, splintered legs stabilizing as something finally clicks. There was no line between her and Anti-Venom; there was them and their job. Anti-Venom didn't need to put her back together; they were one and the same, and to heal thyself was infinitely easier than healing another.

There was likely some moron – possibly Brock, but the man had struck her as being slime from the get-go, not the type to even make a skirting pass at proper heroism before the inevitable swan dive into insanity – stuck in the middle of that diseased tar pit, and nobody else was as well-equipped for the job of fishing them out as Anti-Venom was.

She leapt at their foe, their natural enemy, and, with the strongest swipe she'd ever taken at any opponent, removed its head.

The black spatter revealed a slash of human flesh and panicked blue eyes, though those were soon swallowed up.

Ellen bristled, literally, white spikes shivering out of their shoulders, before punching into Venom, her fists sinking into the goo long enough to leave sizzling impressions of her knuckles before launching into the next lightning strike. Anyone other than Venom, she wouldn't have gone this far, but the parasite was an exception.

It needed to die.

* * *

The Hulk didn't often get knocked back on his ass, but when it did happen, he didn't take long to get back up. Currently, the only thing stopping him was the awkward position of being the only thing keeping a puny bystander from getting smashed by debris.

"Oh my god."

Hulk hoped the skinny red hair boy did not have pepper spray. That would actually hurt. "Hulk thinks carrot boy should move." He rumbled. Smashing bystanders was never good, gave Ross and Fury more reasons to come after Hulk…

The boy swallowed, slowly setting down his backpack on the cement before raising his hands in a show of… surrender? Harmlessness? Like such a small carrot could harm the Hulk. Well, again, pepper spray was bad. "Okay, first of all, thank you… Hulk?" He finished awkwardly.

"Puny semi no problem for Hulk. Move."

The boy started to shift to the side, but stopped, face going hard. "That's Venom, out there isn't it?"

"Hulk doesn't care what black goo's name is."

The boy looked up. "Can I help?"

"Can carrot smash?"

The boy tensed, red and black goo spilling out from under his clothes to turn into something that looked a bit like bug man and the new white bug and the black goo. "Yeah." He said. "We can smash."

* * *

Peter remembered what Venom looked like; big, bulky, occasionally more toothsome than the entire Osmond family, usually in some form of goth Spider-knockoff.

This was nothing like that.

The monster that was currently breaking Anti-Venom in half was the size of the Hulk without the humanoid features, instead leaning towards something Peter had only seen in science-fiction horror.

The huge hands twisted and there was an audible 'snap' as Anti-Venom moved in ways that weren't supposed to be contemplated, much less executed in real life. With that, Venom threw the other spider-themed hero to the side, where he bounced on the concrete, another unnatural series of twists messing up what was previously a recognizable body.

Anti-Venom twitched one before pulling himself back up, twisting so parts would align back to where they had originally been. It wasn't going particularly fast and Venom ignored it, turning its head – where were the eyes? There was only teeth – towards the newcomers.

"Oh my god." Someone – Ava? Luke? One of the cops? – said.

Venom ignored the recovery of its previous opponent and screamed at the newcomers.

"Where's the Hulk? Did that thing take down the Hulk?" Nova asked.

"Stupid star boy," Peter pivoted to look at the Hulk, slightly dirtied but still standing, Toxin perched on his shoulder like the world's most ominous parrot, "Hulk strongest there is."

With that, he lunged forward and suckerpunched Venom, Toxin flipping over the fight to land next to Anti-Venom.

"You alright?" The question was barely audible to Peter's ears, even as he flipped over the Hulk, trying to catch Venom's arms in a tangle of webs.

"Still mad at you." Anti-Venom said.

"You can stay mad at us so long as you're okay."

Peter twisted around in the air, hanging in front of them from a lamppost. "Okay, sorry for interrupting this friendship moment, but there is a fight going on so if Captain Kryptonite could lend us a claw…"  
Anti-Venom stood upright, the sound of a dozen lobster shells cracking came from his back. "Glad to see you pay attention, Spider." He flexed, claws popping. "You remember the drill-"

"Taze him 'til he drops." Peter and Toxin said in synch before sharing a stare.

"Good. Might want to get the idiot trapped in there out before you start pumping the juice in." With that, the white spider-themed hero lumped back into the fight.

"Alright… Now where's one of those Bugle screens when you need one…"

* * *

Flash – as much as he hated to admit it – was scared. Terrified, out of his mind, piss himself scared. This wasn't supposed to happen.

 _Well of course it wasn't,_ some sarcastic part of his mind said. _One rarely goes into a situation expecting everything to go to shit, yet here we are; shit central, now boarding a one-way train to hell._

The suit was supposed to make him a superhero, he'd trained it so instead of wearing him, he was wearing it…

 _And now we know how that worked out, don't we?_

It was like the first time he drove a sports car. Excitement and self-assurance – he knew the controls, even if the clunker he'd trained on was barely the same breed of automobile – had quickly given away to how entirely outclassed he was by the situation. Too much power without the ability to control it, only this time, it had a mind of its own, dedicated to nothing but death and destruction.

So much for being a superhero. Now, he was little more than a monster.

Something – the suit wasn't even letting him watch anymore, but Flash could still feel things hammering against it – slashed through the black goo, revealing a flash of light and a glimpse of Anti-Venom again. This time, the hero reached in, grabbing at Flash's shoulder…

Before getting sucked in by the monster and trapped inside with Flash.  
"Flash."

Fear barely overrode fanboyish glee.

"You know my name?"

"Kind of hard to forget the guy who made an ass of himself at that Spider-Man support rally."

Flash could still feel the rope burns from that incident. "So, you're-"

"Here to rescue you, yes." The red eyes burned in the dark as Anti-Venom shifted, claws digging into the ooze with a hiss of a chemical burn. Venom screamed. "Hopefully before the rest of the team start the real lightshow."

"What?!"

* * *

Finding an electronic Daily Bugle billboard in Midtown was easy.

Getting one big enough to have the power supply to fry a giant slime monster? Tricky, but doable. There was one about three hundred feet down the street, screaming about menaces and property damage.

Getting a team of superheroes, two temperamental independents, a newly arrived S.H.I.E.L.D. team, and a squad of NYPD officers to work together to defeat said giant slime monster?

A few hairs shy of impossible.

"So you're saying that Anti-Venom is trapped inside the monster." One of the S.H.I.E.L.D. agents said.

"Yes." Peter snapped.

"And this means we hold fire… why?" That was Talbot, identified by the Hulk, of all people.

"Because Hulk will smash Talbot if he swats the white bug."  
Toxin flashed a set of very pointy teeth at the agent in question in what might have been a smile had it not been on that face.

Peter shuddered. Regardless of if this 'Toxin' was the same sort of thing as Anti-Venom, that didn't make the guy any less creepy, with his creepy voice and teeth and the weird switches between using 'I' and 'we' in reference to himself. Why Harry was a fan of the guy was beyond him.

"Then what the hell are we supposed to do-"

One of the police – a Captain Stacy who seemed to be aiming for a position between Fury and Coulson on the patented Parker 'Not To Be Fucked With' scale of authority figures – stepped forward, eyes icy. "It's called 'form a perimeter and get ready for when everything goes to hell'." He said.

"You mean 'if', yes?" Iron Fist said.

"No. When. This is New York."

Nobody seemed able to really argue with that.

* * *

Otto watched the footage intently. The Dragon-Man was long since trashed, but that was secondary to the event unfolding before his eyes.

Venom had both degenerated and evolved, able to exchange blows with the likes of the Hulk without any sign of injury. That was a far cry from failure, even if the suit lacked the intelligence not to devour one of its established weaknesses. There were obviously some kinks that needed to be ironed out, but the fact that there were currently enough resources to inconvenience most supervillains preparing to fight the beast was nothing to sneeze at.

Venom was currently absorbed in combat against some lesser heroes that Otto had seen in Spider-Man's company in the past, but the majority of the forces were hanging back. S.H.I.E.L.D. agents, police…

And one individual that he'd seen a few times before in the last week.

Toxin.

Another Spider variation in the style of Anti-Venom, though there were, of course, minute differences between the two. Time – and data – would tell what those differences were.

That would be something to keep an eye on.

Venom stumbled as a white arm tore through it, but it beat it back down, intent on… digesting its weakness? That would be an interesting way of getting rid of it, counterproductive though it may have seemed at face value.

Toxin jumped forward at that, almost doubling in size as he slammed into Venom, tearing at the suit with long claws and vicious kicks.

So, a berserker. Not possessed of Anti-Venom's ability to inflict harm on the suit by touch alone, but the raw amount of power at his command more than compensated. Perhaps there was some level of shapeshifting in it, like Anti-Venom's ability to manifest extra arms, or maybe it was closer to the Hulk's mass shifts.

Further study would be required.

* * *

Harry was pissed. For a lot of reasons, but mostly at this 'Venom' thing because, goddammit, what good was planning an apology if the person you wanted to apologize to was eaten by a blob monster?

A whole fucking lot of nothing, that was what.

He tore wildly into Venom's chest, digging for the arm that had popped out not a minute before.  
"Fucking, fuck, no, get back here." He hissed. "This is a stupid way to die, you know that-"

The arm reappeared, scrambling for purchase on the smooth black surface, and Harry grabbed it, tugging Anti-Venom – El! – out of the mire of black ooze…

Victory was cut off by a vicious backhand from the monster, sending both symbiote users flying to the side and into an already shattered convenience store.

Swamped in a cascade of spilling milk, Harry looked over to Ellen, who was now sporting a fine coating of Cheeto dust over her suit in the middle of what used to be a section of chips. She coughed before looking down at her empty hand. "Shit!"

"What?"  
"Flash is still in that thing."

"Flash?"

Ellen laughed at Harry's incredulous tone, as if she knew a whole library worth of far worse revelations about the universe. "Life is full of awful, stupid coincidences like that."

Harry pulled himself out of the broken refrigerator, feet splashing in the spreading puddle of cold milk. "That's just… Flash? Really? That's as believable as Pete being Spider-Man."

Ellen cackled before coughing again. She rubbed at her side. "What is it with me and fricking busted ribs… You've never read a superhero comic book, have you?"

Harry shook his head.

"Too bad; your life just became one."

* * *

Venom hissed as the fighters came at it. It couldn't get at his true Other – it burnt him like the white one, the Anti-Venom –, the angry one was back, along with a dozen other stinging insects that threw attacks of light and electricity, destabilizing its form.

No matter, it could-

The angry one punched Venom harder than it had before, this time forcing it up and off the ground, back through the air.

It hit something, glass cracking and snapping behind its back before-

Over a thousand volts shot through the symbiote as the Daily Bugle billboard started pulling on the city grid in an effort to stay alight.

Venom screamed.

NO. IT LIVED. IT WOULD NOT DIE. IT –

It smoked and smoldered, the electricity barbecuing the monster from the inside out, leaving the unconscious form of Flash Thompson to drop to the rooftop, still alive despite his ordeal.

S.H.I.E.L.D. agents scrambled, securing the area, but not before a man in a long trench coat snatched up a sample of black goo and slid back into the shadows.

* * *

Elsewhere, Otto Octavius seethed, ignoring the snap of expensive electronics breaking under the iron grip of his tentacles.

* * *

 **Okay, you know how Peter 'touched his wrist nervously' back in chapter 15? Now, Ellen didn't know this, but in the Ultimate Spider-Man cartoon, every member of Spider-Man's team has a wrist watch communicator, which –besides being color coded to each member of the team – has an invisible stealth mode.**

 **Now, how hard would it be to turn that on so somebody – cough cough Fury – can listen in?**

 **Fury knows the symbiote's weaknesses because guess who gets to debrief the team after their missions? You guessed it; Fury. While he didn't know that Anti-Venom used a symbiote until a few chapters ago, he has (what Ellen thought was) a list of weaknesses for a potentially world threatening bioweapon.**

 **Do you think for one second that the spy of spies, whose secrets have secrets, and who has a plan and a gadget for every possible scenario, isn't going to pull prep on the off-chance that Venom no longer exists?**

 **Yeah right.**

 **Anyway, on to other questions.**

 **Norman's speculation is probably based on the fact that Spider-Man is constantly seen around Midtown High – Taskmaster saying 'no he's not there' is probably not going to stop Otto or Norman from keeping an eye on it, just on the off-chance that the mercenary was wrong or lied – and there's a loner of approximately the right body shape who's displayed a certain amount of athletic ability fitting with what Spider-Man has displayed in the past…**

 **Whereas Anti-Venom has only been seen around Midtown a sum total of twice, once in passing and once in the middle of a very noticeable supervillain attack. While there's a certain proximity to Harry, Peter, and the rest of the students in other instances, most of it could be accounted for by coincidence or the sheer scale of the event in question.**

 **The Hulk… actually, I don't know. Bruce Banner might have been asked to talk to Ellen, because, outside of the whole giant green rage monster thing – not really a problem in Ultimate Spider-Man though, is it – he's a fairly personable person who isn't really on the whole 'deception' wavelength.**

 **Y'know what? I'll go with it. Bruce Banner was supposed to talk to Ellen and Coulson probably sent him on intercept with where he thought she was going. Unfortunately, that ended up being fairly close to where Venom ended up fighting with the Dragon-Man… and between the two of those throwing around attacks with no regards as to the citizenry and the fact that stress in general brings out the Hulk… well, no big surprise that that would be enough to wake up the big guy.**

 **Good thing this version of the Hulk is one of the most reasonable and not prone to 'I'm awake, let's break everything ever everywhere forever' or the high octane nightmare fuel that is Ultimate Comics Hulk – fair warning (yet again); DO NOT GO INTO MARVEL'S ULTIMATE COMIC LINE (except for the Spider-Man stuff, that's fairly not horrible stuff), YOU WILL NOT RETURN UNSCATHED, IT IS A LAND OF PURE EMOTIONAL DEVASTATION.**

 **Also a man turns his head into a sweet potato for the sake of his evil plans, do you think I know how to deal with that?**

 **Also, cookie to Sanna for catching a bit of foreshadowing. It probably won't bear fruit for a while, but I like to sow the seeds in advance.**

 **And for the umpteenth time, Harry is not Venom in this story EVER, but the Venom in this story is of Otto Octavius's manufacture, which is in keeping with the Venom of the show which did belong to Harry for a time.**

 **Otto Octavius – secretly one of my favorite characters, but I'm trying not to go full Slott on him. He's only my favorite if I keep him in character, and while I like to think that Otto does have some standards (mostly on a terminology scale, because following in an incorrect assumption is probably anathema to a scientist, I WOULDN'T KNOW I FAILED ALGEBRA TWICE AND PHYSICS ONCE WHEN I WAS IN SCHOOL), making him 'not-creepy' doesn't really fit with him, especially not in the Ultimate Spider-Man cartoon.**

 **In his defense – I cannot escape the fact that I actually like this nerd –, most of the creepy is in how clinical he gets. Just no attachment to anything, very little emotional response outside of the 'annoyed-angry-intrigued' range and an absolute atrophy of any internal guide to socially acceptable behavior. Like 'don't fucking kidnap underage girls from their beds' or 'personal space boundaries exist and you should not violate those with your creepy-ass personage'.**

 **Anyway, sorry about the long update time on this chapter, hope to get the next before too long, there's approximately two more chapters in the Symbiote Saga left to go (unless I get a juicy idea, but I doubt it at this point). Comments and commentary, as always, are welcome.**


	18. Tourniquet (Symbiote Saga prt 5)

Ellen wanted to go to sleep. Sure, the symbiote could put her back together a thousand times over, but that wouldn't do anything for tiredness that soaked into her bones like cold seawater now that the blazing rush of adrenaline had finally run dry. She stumbled, almost falling to the pavement before Toxin- Harry caught her by the arm.  
"Are you sure you're all right-?" He started to ask.

"No," Ellen said, cutting him off before he could finish the question, "I am not 'all right', but like hell I'm going to get carried bridal style anywhere, especially not by you. I'm still mad and I can still walk."

Harry sighed, letting go of her arm as he raised his hands in surrender, though he quickly resumed supporting her as she stumbled again, sliding in under her left arm as if it was the most natural position in the world.

Annoyance, faded as it was from the initial sting of betrayal, quickly swept the beginnings of pity under the rug, but regret clung harder. "Okay, I lied. I'm not _entirely_ unhappy with you," Ellen said. She was too tired for mad right now, "seeing as you did good in your first real super fight."

"Oh, so this is normal for you. Good to know that my life is going to have a whole new side dish of hell."

Ellen snorted. "Okay, so this was a worse day than usual, but just wait until you have to throw down with the Green Goblin or some other asshole who doesn't come with convenient and exploitable weak points."

"There's a guy called 'the Green Goblin'?" Harry asked incredulously. "What's he do, ride a flying broomstick and throw pumpkin bombs at people?"

"I don't think you want to hear me say 'yes'."

She hadn't meant to say the name, but at least it had been thrown out there so casually as to be brushed off as a passing comment rather than an unintentional prophecy. Harry didn't seem to pay it anymore mind, instead adjusting his grip on her arm as they limped towards the police line.

Captain Stacy gave the pair a quick once-over. "You look like shit." He said. The man had managed to avoid the worst of the fight thanks to the superheroes taking the forefront, but that hadn't saved the police man from a nasty scrape on his forehead, though Ellen couldn't guess if it was from flying rubble or other less natural means.

Ellen tried to choke back a laugh… and failed, snorting and cackling madly.

"I'm assuming that the laughing is because of the huge understatement and not because you just had a psychotic break." Harry said.

"Hey!" One of the S.H.I.E.L.D. agents yelled. "You two are coming with us!"

"Permission to haul ass bridal style?" Harry asked.

Ellen folded against his side, too tired to even think about dealing with bureaucracy, much less the military kind. "Granted."

"Hey, wait!" Spider-Man called after them, though they soon escaped into the air, Ellen securely held under Harry's arm.

They swung through the air for only a few blocks, coming to rest on a rooftop hidden from easy view by billboards and higher buildings on each side. Harry set Ellen down gently on the gravel before collapsing next to her.

"That," she said, "was not bridal style."

"What was it then?"

"You just manhandled me like a sack of potatoes, what else could- oh right. Rich boy."

"I'll have you know that I have personally witnessed a potato." Harry said in mock offence.

"Just one?"

"It was unpeeled, unwashed… a dirty brown lump thing." He paused before dropping the theatric tone. "Pete had it hooked up to an LED display as part of his last science fair project."

The pair both snickered for a bit before descending into companionable silence.

"So," he said after a long minute, "still friends?"

She couldn't help it. She was too tired to be properly mad at the moment, leaving just one thing to do. Ellen gave one last spent laugh, exhausted and all too ready to lay down the burden of the hatchet – at least two thirds of it, there was nothing worth the attention of Norman fucking Osborn –, and stretched her hand over to Harry, who clasped it. "Yeah, still friends."

Not best friends, for now, but… friends.

It was a start.

* * *

Otto screamed in rage and, upon hearing the scream, long since stripped of some essential something – emotion or simply the power to properly modulate pitch? – by Osborn's life support equipment, screamed again. One entire section of his lab was trashed, crushed under the flailing of heavy metal tentacles as he raged against circumstance, chance, and sheer dumb luck.

Norman might complain about the expense, but they'd be replaced in the end. Otto knew he was too useful to properly punish for such things, leaving all of two options to his handler; a simple tirade to put him back in his place or the total destruction of his lab and all it contained, which also happened to include Otto Octavius himself.

No, that wasn't his concern.

His current – current, that was always the word, his concerns were often dictated at the ever shifting whim of a capitalist with delusions of grandeur – concern was the Venom project.

There was no new material to work with, no samples from the other targets to make an improved edition with, nothing but the notes and processes that had gone into the prototype.

And now that was gone.

S.H.I.E.L.D. had snagged the host – some idiotic high school student who had crossed the path of Otto's cameras in the quest for Spider-Man – along with every viable sample on the street… save for one piece that had been scooped up by a third party.

Whether the man was another agent of Norman's or not, he was an unaccounted for variable. A mystery. Otto did not like mysteries. He liked being backed into a corner by the likes of Norman Osborn even less.

Never the less, there he was, snugly stuffed into such a position, pointedly not looked up at the screen as the businessman's face took it over, eyes scanning the destroyed equipment with the same disdain that he probably reserved for his son's works.

"So, not only have you failed to procure my suit," Norman said levelly, "but you've also destroyed thousands of dollars of equipment in a fit of pique because of… what exactly?" An ugly sneer crossed the man's face, an expression that Otto had pinned for the most honest in Osborn's arsenal. "I hired you for your maturity and intellect, you know. Once upon a time."

Oh, yes. Once upon a time. Oh, how he hated those four little words.

Once upon a time, Otto Octavius was calm and easy to live with – both with his college roommate and his own now long decayed and decrepit and, for all intents and purposes, dead conscience –, a young man who took setbacks as a personal challenge, not only for its own sake but for the chance to improve both his skills and his mind. Once upon a time, Otto Octavius was able to walk and breathe under his own power and wander as his moods and interests took him. Once upon a time, Otto Octavius believed that he could trust a smiling man in a suit – oh, was he ever proven wrong there – without having to look over his shoulder for a knife in his back.

Once upon a time, Otto Octavius lived without the Sword of Damocles, rendered in the form of the entire polluted East River, hanging quite literally over his head with its oh-so-delicate thread in the hands of a merciless corporate jackal.

Once upon a time was certainly not now.

A harsh exhaled hiss of air escaped from between Otto's teeth. "What part shall I next play in your plan then, Norman?"

The smile that slowly crossed Norman Osborn's face was anything but reassuring.

* * *

Wilson Fisk studied the collected photos impassively.

Destruction, the sort only associated with the likes of the Hulk, littered an entire street of Midtown. Heroes, minor annoyances like Spider-Man and more persistent thorns like Anti-Venom stood frozen in the midst of craters and splattered black.

A few pictures were of their enemy, a mindless beast made of nothing but teeth and muscles that made the Hulk look like he had a physics doctorate under his belt.

He dismissed it. It was of no use to him – smart could be convinced, stupid could be directed, but mindless was another matter entirely – and if S.H.I.E.L.D. had destroyed it, that was one less task to be attended to.

The lieutenant who'd brought them in didn't move, the expressionless metal mask that covered the entirety of the Big Man's face giving away as little as the man's stiff body language. He would not speak unless spoken to – all of the Kingpin's men knew that – though drawing more than a single laconic sentence from the man at a time would not be an event soon in the coming.

"Tell me," Fisk asked, "what do you think of the situation?"

"Mercurial, but not untenable," the Big Man answered after a moment of thought, "many new variables to take into account."

The absence of 'too many' didn't escape his notice. The Kingpin nodded. "Indeed. The scene has changed, but the nature of the game has remained much the same." He folded the pictures inside their manila folder and into the drawer of his desk dedicated to his current operations.

The Big Man nodded and, after turning smartly on his heel, made for the door.

Fisk waited until the man's hand was mere millimeters from the doorknob before speaking again. "I trust you will make good use of your news connections in furthering the investigation, Mr. Foswell?"

Beneath the clothing that Wilson Fisk knew to be well-padded to help give an illusion of size and invincibility, a barely perceptible shiver ran through the newspaper reporter-cum-criminal spymaster. "Of course, Mr. Fisk." He said before leaving.

Fisk smiled in the semi-gloom of his office. Really, once one knew the trick, it was all too easy to detect the quaver of fear behind the voice changer. The man may have presented himself as 'the Big Man', but there's a deliciously subtle control in reminding him of his true stature, uninfluenced by lifts in his shoes and padding on his shoulders, and that his metal mask was a very fragile thing indeed.

That is the power of information, and it was a power that had only grown in an age of masks.

* * *

While Eleanor Blake, along with Harry Osborn and the rest of the S.H.I.E.L.D. superhero team, had returned to class after the mess with alarming ease – Midtown's lockdown practices seemed to be something to work on, if it was that easy for people to sneak in and out of the building during them –, Coulson weighed his options.

Blake was obviously exhausted from the fight, Osborn having to catch her in mid-stumble several times on their way up the stairs to their shared Mathematics class.

Considering that she'd been snapped in half at least three times in the last hour, among other injuries that would have sent most people through the hospital and on to the morgue, it was completely understandable that she would be dead on her feet.

It was a far sight better than dead at any rate, but it also represented an opportunity. She was off-balance, so it would be much easier to use what he knew to gain leverage.

If there was one thing that Phil Coulson knew, it was that information had weight. He'd collected much of it over the years, both information and the associated weight, with some small problems being resolved in such a way to give the agent some peace of mind and other issues weighing on his shoulders decades after the fact, but he'd almost always shared it. Willingly or not, in case of enemy action after the same goal or witnesses who could not help but have eyes and ears.

Sharing it shifted the weight, gave him perspective.

Shifting that weight onto Blake… well, it could go either way. She would either bristle at the sudden absence of anonymity – though the fact that Coulson had already decided not to hold that fact over her head like the sword of Damocles would likely lend him some points in his favor – or accept it without a fight, having understood the inevitability of it.

Tiredness had that effect on people sometimes, no matter what kind of healing factor they were packing.

Coulson shifted, pressing a button on the intercom to the secretary's office. "If you could send for Eleanor Blake, Ms. Cobbwell? I need to discuss an issue that has recently come to my attention…"

* * *

Ellen never liked offices. They were too tightly contained and too often colorless places where any piece of decoration carried with it a sickeningly cloy scent of deception. Added to that the fact that her father was the kind of man who could make an entire house feel like one continuous workplace without moving a single piece of furniture, and the sight of a man in a perfectly pressed suit still put her on edge.

Considering that the only men who wore such things in this universe seemed to be either super spies or the likes of Norman fucking Osborn, it was a perfectly justified reflex. Plus, she figured, politicians.

For now, she sat in a chair, watching the secretary tap at the keys of her computer and, occasionally, loudly snap her bubblegum. Ellen figured it was a fifty-fifty toss up as to if Ms. Cobbwell was a S.H.I.E.L.D. agent or an ordinary civilian.

Coulson cracked open the side access to his office, nodding at her. "Ms. Blake." He said before stepping back into his office. Ellen followed, sinking into the chair set squarely in front of the S.H.I.E.L.D. agent's desk.

Coulson shut the door and took his seat without a sound. "So," he said after a moment of silence, "are you planning on cutting class in the future in order to fight supervillains?"

When in doubt, deny, deny. "I have no idea what you're talking about." Ellen said coolly, face carefully schooled to a neutral expression.

A very familiar expression of 'are you really going to play this game with me?' crossed his face. "I'm going to be perfectly honest with you, Blake. I know that you're the superhero known as Anti-Venom. I don't know how you got your powers and I won't ask."

"Because spies don't pry into matters that aren't their business, right?" Ellen hissed around her clenched teeth. "Cameras in the bathrooms, I presume?"

"Microphones, actually."

Ever so slightly better. "So… Agent Coulson," Ellen said, her tone dropping into the negative degrees, "is this the part where Nick Fury walks in and tells me in no uncertain terms that I am now S.H.I.E.L.D. property or are you going to do that yourself?"

If Coulson was surprised by her words, he didn't show it. "You are disturbingly well-informed, Blake."

She flashed him a humorless grin, eyeteeth on full display. "I make an effort to keep up with current events." If she kicked off the table into a backflip, using the chair as a springboard, that would give her symbiote enough time to cover her and keep her moving fast enough to dodge any immediate traps…

"But you are wrong about the recruitment pitch." Coulson added.

Ellen's eyes narrowed.

"I know better than to give you one of those. You've got very little… well, maybe 'respect' isn't the word. You don't _trust_ anyone in an authority position. I can only assume that it's because you've had some personal experience with someone who abused the power afforded by theirs, but I already know that telling you that I'm not the sort of person to do that won't count for anything." He leaned forward in his seat by a couple of inches, a barely perceptible shift that still commanded attention. "No, you like to see proof. I can't say that you're wrong about that. I've more than a few agents that are the same."

She snorted. Spies always did seem to come from broken homes in the movies. "But you don't think I'd be one of them."

"They can learn to take orders. You, Blake, are a creature driven mostly by emotion and impulse."

"Yet you took Parker under your figurative wing." Ellen said before biting her tongue. Stupid mouth, stop spilling secrets.

"He's learning. You're a self-study." He folded his hands. "I can't say that you wouldn't make a decent spy… at least if you could avoid a concussion in the future. I would have thought a healing factor would have dealt with that."

Ellen grimaced. It wasn't a concussion – at least, her concussions had been dealt with –, it was a headache made worse by the fact that every single chemical knocking around her brain was out of whack from the crazy events of the day. "So, if you don't want to recruit me and you don't want to arrest me, what's with the show of force?"

"I was going to attempt a more… gentle approach, but Doctor Banner has a habit of getting involved in some stressful situations just by existing."

Ellen snorted. "I imagine." The Hulk… well, mutual distrust of authority, especially the militant kind, abilities that freaked most other people out, the ability to handle themselves when shit inevitably went down… She probably owed the big guy a chocolate bar or ten for the assist.

"You're a very hard person to pin down, Blake. I could probably play twenty questions with you and still not know enough about you to get a decent read. But I do have one question."

Ellen had never liked offices and this one was quickly becoming one of her least favorites.

Coulson leaned forward, eyes locking with hers. "Why are you so scared of Norman Osborn?"

* * *

 **CLIFFHANGER! /DUN DUN DAAAH (acting like I don't aim for one every chapter)**

 **To those concerned about Agent Venom – I can neither confirm nor deny your suspicions and/or concerns on the subject. Sorry. /NOT SORRY**

 **I did say something a while ago about another Symbiote saga planned in the future (to be fair, there will be a** _ **quite**_ **a few other episodes/chapters between here and then, because a fair few plot points need to be set up (injuries, recoveries, the presence of certain characters, the absence of others, and other assorted build up) and I want to have a breather or two between events).**

 **I think that I'm probably going to actually do something with the Kingpin in a few chapters because it just doesn't feel right bringing them up so fucking much only to do nothing with it… but it is fun getting inside Wilson Fisk's head. He's kinda like Otto, except that his particular brand of practicality is aligned more to business and social engineering rather than science, so he ends up being a little less removed from the proceedings. To put it bluntly, he might not believe in petty revenge, but he's going to enjoy the hell out of every bit of bloody satisfaction that comes his way.**

 **The identity of the trench coated man will be revealed in the next chapter, possibly by the title itself (WHO KNOWS). Otto doesn't know who he is and didn't even see him, he was just pissed about how damn easily his pet project was taken down.**

 **I got the coffee machine thing from the sadly no-longer-being-updated S.H.I.E.L.D. Recruits Survival Tips tumblr. Along with some other gags, like the entire existence of Agent Pyle in chapter 8 (not his name but pretty much everything that ever happened to him).**

 **I could have stretched out the Harry / Ellen feud but it just… I HATE SPATS THAT ARE PROLONGED BY REALLY STUPID DEVICES (still they've got to build it back up to what it was and maybe it'll fit better than what the friendship originally was before I hit my stride with the fic).**

 **To those concerned about Ellen… yeah, she's a little out of it, but that's mostly tiredness and the fact that she's just come down from a crazy adrenaline high. Symbiotes (especially Anti-Venom) are well known for their healing factors in story (one time, Eddie Brock!Anti-Venom got his head shotgunned off by the Punisher and it was back in a handful of panels).**

 **This chapter might have a slightly different style than the last – wordier? more dramatic? slightly more purple tinged? – and this is probably because I've had this weird itch for Lord of the Rings and Hobbit fanfiction and while straight up PWP and other assorted pieces aren't really my dish, there's some quality stuff out there that doesn't have content that squicks me out. The perks of an established and high educated (at least in the book fandom, though I find it easier to follow the movies, if only for the fact that I cannot read walls of text without the help of a good fond and generous punctuation) fandom with a literal shit ton of canon compliant lore to work with, I suppose. /side-eyes the collective Marvel fandom and canon-dom (fucking writers), casually ignoring the fact that I've only read two or three 'highly educated' fics.**

 **Anyway, hopefully I'll have the next chapter up and posted in a few weeks, so as always, read and review! Comments and commentary are always welcome!**


	19. Multiversity

Ellen was frozen, eyes wide and locked straight ahead. This was going nowhere good. No. Only towards government warehouses and points of no return.

"It's rather telling that despite everything else Harry did, getting 'Norman fucking Osborn' – your words, not mine – involved was worse than invading your privacy and stealing a dangerous item from you." Coulson said, expression still level, not giving away anything as he pinned Ellen to her seat with his eyes. "Yet, everything S.H.I.E.L.D. has on the man is no worse than any of his peers. A bit of dabbling in super soldier formulas in the past, a couple minor hiccups in accounting… Nothing to justify the fact that you just froze up just hearing his name."

Ellen opened her mouth, but words failed to come out. She tried again. "I don't trust suits." It was weak, wavering, and had all the defense of wet cardboard, but it was something.

"Yet you're perfectly candid with me."

"You're not a suit."

He gestured at his perfectly pressed black suit.

"You wear a suit." Ellen clarified. "You aren't corporate. You actually do not-awful things."

"Thank you. I'm still waiting on you to answer my question."

Damn. Ellen swallowed. "This is going to sound insane."

The corner of Coulson's mouth quirked towards a smile. "I work with superpowered teenagers and have personally met a god of thunder. I doubt you can surprise me."

"Norman Osborn is a supervillain."

Coulson stopped smiling.  
Ellen exhaled. "To be fair, in an alternate universe for sure. Here, not yet."

Silence reigned.

"'Not yet'?"

Ellen gave him one of his own looks. "If the Green Goblin was around already, you would have heard of him."

Coulson raised an eyebrow. "Loud?"

"Insane. Possibly some kind of split personality, but it's gotten really unclear in light of recent events. Incredibly violent. Obsessed with Spider-Man. Prone to murder, torture, other assorted awfulness. And, yes, you could say loud." It would be awfully hard to ignore a screaming man in green and purple spandex riding a smoke-spewing glider, even before he started chucking bombs around like Halloween candy.

"And you know for certain that Norman Osborn is, in an alternate universe, the man behind the mask?"

Ellen forced herself to relax and not lash out with an 'of course I'm fucking sure, I've read all the comics'. "He's been publicly unmasked, though he's gotten various patsies to take the fall prior to that."

"And yet you're friends with his son in this universe. How does that work out?"

She saw red for a second and the armrests of her chair splintered under her grip. "Harry isn't Norman."

"I'm not saying he is, but just by being friends with him brings you into Norman's orbit." Coulson tilted his head minutely to the right. "He's already approached you, hasn't he?"

"Showed up at the punk house I'm crashing in about ten last night. No invitation, no warning, no fucks given about being in Alphabet City at night in a damn limo."

"Are you afraid of him?"

Ellen laughed. "Look, I don't know jack about Norman Osborn in this universe, except he's rich, connected, and setting off all kinds of danger signals every time I see the man, but the one I'm familiar with ran a partner's ex-fiancé off the road and, when that didn't kill her, arranged for her blood transfusion at the hospital to be tainted with HIV, just because he felt that the partner was too 'sensitive'. He kidnapped the twenty year old girlfriend of one of his enemies, snapped her neck before tossing her off the George Washington Bridge, and twisted the entire situation to make the hero think it was entirely his fault that she died. He took over S.H.I.E.L.D. by killing a Skrull queen at the opportune moment on live TV, even though everyone already knew who and what he was. He was willing to have his own son publicly murdered in exchange for a smidgen of public sympathy and has murdered at least several dozen, if not several hundred of his own minions the very second they either became inconvenient or he felt like it." She leaned forward. "Coulson, I am scared to death of Norman Osborn. I could have the power of a god and I would still be scared of him. Does that answer your question?"

* * *

Norman Osborn sat in his office considered his options.

The Venom project was, for the moment, shelved. Even if they could get another sample made, without the ability to improve the project leaps and bounds ahead of where it was today, it would be pointless, as each outing for the current model had displayed far too many exploitable weaknesses. One or two would be excusable, and could be turned into good product design in the event of a rogue element, but the plethora of inconveniences like the weakness to electricity, sonic weaponry, certain superheroes seemingly tailor made in response, and common sense added up to dead weight.

If Octavius wasn't an integral part of the whole line of Spider-projects, Norman would have cut him for that failing. No matter. He turned his mind to other possibilities that had yet to materialize.

If Harry's newest friend was the face behind Spider-Man, he needed confirmation. Something a bit more tangible, like a testable blood sample or, better yet, photos of the transition between civilian and superhero would be ideal.

Odds were, she wasn't, but it was still a venue worth exploring. After all, Octavius had consistently tracked Spider-Man to Midtown High, and the quick response of the hero to the Venom crisis was telling of how close he'd been in the first place.  
The fact that other superheroes, many of which were distinctly 'teenage' in their manner, had displayed similar response times was... interesting, though the S.H.I.E.L.D. presence often accompanying them was just as irritating.

He rubbed his chin, studying the city down below his office window. In the hours between noon and the four o'clock release, the usually hectic streets were almost sedate, though to any unfamiliar with city life would still call the pace of the ants below 'busy'. It would be an hour or so before he could check on Harry, see what information he could get from his son. Maybe even 'unground' him so he could invite some friends over.

Norman smiled.

Yes, now that sounded like a plan.

* * *

Coulson sat alone in his office. He had been alone for about ten minutes now, silently turning over what he'd just learned in his head. He'd assumed that confronting Blake about her secret would have simplified the issue and helped neutralize a variable outside of S.H.I.E.L.D. control.

He'd been in the business long enough to know better than to assume.

Alternate realities were technically under the purview of A.R.M.O.R., one of S.H.I.E.L.D.'s subdivisions, but they'd mostly covered areas like the Mojoverse, Negative Zone, and the tangled web of 'possible futures, all terrible' that was constantly growing as more time travelers appeared on the radar, not to mention the various 'Deadly Cans' that they worked so hard to keep sealed. A single, mostly harmless vigilante from some neighboring 'verse was hardly something they would care about.

The information Blake had presented was tantalizing and, as shown by her knowledge about things that she should have been completely ignorant of, fairly accurate.

Spider-Man's secret identity, Venom's very existence, his own status as a S.H.I.E.L.D. agent… Eleanor Blake could very well end up being a resource into predicting and countering the entire super-powered community.

But that was assuming that her universe was running on the same tracks as theirs. Another assumption that could prove even more dangerous than underestimating Eleanor Blake.

Norman Osborn in his universe was a shrewd businessman who at his worst had dabbled in unstable super soldier formulas despite less than promising test results and the usual under the table arms dealing. In another universe, Norman Osborn was apparently a mass murdering psychopathic supervillain without scruples, standards, or even a stable mental state who was able to usurp armies with minimal effort.

And Blake had implied, ever so lightly and probably without even realizing it, that the only difference between the two was time and one bad day.

Coulson rubbed his temples, trying to assuage his growing headache.

He needed a drink.

* * *

By the end of the school day, Ellen was wishing she was of legal drinking age in this universe. Her headache had failed to fade into anything less than a dull omnipresent skull thumping throb and, while Harry was being incredibly considerate of her condition, the teachers were considerably less so, droning on about their various subjects and piling on homework in anticipation of the weekend.

Truly, in the struggle between superhero work and school, school was the worst of the two evils.

The sweet, sweet release of the final bell was music to her ears, and judging by the expressions of every other teen hero in residence, it was a mutual feeling.

"I am so ready for my Saturday siesta." Sam Alexander yawned as Ellen passed him in the hall.

"True, after the struggles of the day, some rest is well-deserved and well-earned." Rand said.

"Does everything have to be a fortune cookie with you?"

That was the last snippet of conversation she caught before she'd passed out of earshot and into arm's reach of her locker.

"Are you okay?"

Ellen jerked back from her locker, fingers fumbling the combination. Parker had appeared behind her without even registering on her spider-sense. She slowly turned to look down at him.

The shorter teen shrugged and tried to look casual, though his attempts to lean on thin air weren't helping his cause. "I mean, you ran out earlier, you come back barely able to walk straight…" Parker finally managed eye contact. "I know we're not 'buddy-buddy', but we are friends, right?"

Were they? Ellen had never given Peter Parker the time of day, really only interacting with him as an extension of Harry. It would have been too easy to fall into his orbit otherwise, and she had no doubts that that's where she would have let slip the worst secrets. Still, they did interact and she didn't dislike him. It was just so hard to both equate and separate the sixteen year old clumsy, awkward excuse for a comic book genius with the Spider-Man she'd spent her childhood following in print and video.

Parker shifted awkwardly, reminding Ellen that she still hadn't answered the question, even almost a full minute after he'd asked it.

"I… guess?" She said lamely.

He nodded at that before pulling out his cellphone. "And that's why you're coming over to my house after school."

"Wait, what?"

Two hours later, Ellen was still staring blankly into the floral wallpapered walls of the Parker residence. May Parker, though thankfully not the fragile geriatric spindle that Ellen was expecting, was somehow even more terrifying than her comic incarnation, immediately deciding that Ellen was going to be a 'project'.

Whether that project was getting her to drop her grunge-goth look or simply mothering her into a productive member of society, nothing could ease the sense of foreboding that was currently chilling Ellen's spine.

In the back of her head, Anti-Venom snrked.

* * *

Watching Venom slug it out with the Hulk on the evening news cast, Ben Reilly was beginning to think he had less of a leg up in this universe than he'd initially anticipated. Anti-Venom hadn't been the only symbiote covered curveball the universe had to offer, as evidenced by a Carnage-looking guy who was decidedly on the good guy side of the fight and a handful of superheroes he couldn't even name – wait, was that Power Man and Iron Fist in the mix? –, not to mention the presence of S.H.I.E.L.D. agents all over the scene.

Well, at least they did more than just ruin things from the shadows in this universe.

Ben sighed, sinking back into his sofa. With the paycheck provided by his work for Reed Richards – he still couldn't get over it, working with the smartest man in the world –, he'd been able to get an apartment in the Baxter Building. Even if some of the neighbors were less than neighborly, it was without contest the best digs he had ever had in the history of ever.

Still, the highly variable schedule made it difficult to get out in costume, despite the fact that he worked for a team of superheroes. He managed, but it was a struggle to maintain anything resembling a regular patrol.

On top of that, he hadn't gotten a chance to call back Gwen Stacy. Her number was still sitting on his phone, gathering electronic dust as he internally argued for and against it.

She'd be in danger.

She works at Oscorp.

The last time he – really, it was Peter, but they were Ben's memories too – got involved with her, both she and her dad ended up dead.

She works with Norman Osborn already. If that's not a danger zone, what else is?

It could so easily end in heartbreak, for one or both of them.

It would be so worth it.

Ben picked up the phone and dialed.

"Yeah, Gwen? It's me, Ben. Ben Reilly, from the symposium? I was wondering if you were free next Friday…"

* * *

 **Okay, kind of short (I think the shortest chapter yet), but it's something and anything more felt like it would just be clutter. Was kind of tempted to do a teaser with Venom, but thought better of it.**

 **FUN FACT – the Green Goblin's first glider was called 'the flying broomstick' and looked like a really shitty dieselpunk version of one. Obviously, it didn't last long (exactly one issue) because it was pretty much him flying on a semi-steerable missile tucked between his legs. Main universe Norman might be nuts, but not nuts enough to risk his nuts for something that can barely be steered.**

 **Alright, the end of the first Symbiote Saga has come and gone, and it ended up being a bit different than intended, mostly in that Venom didn't come back for a proper round two (I WAS PLANNING ON IT, BUT HEY, let's put that somewhere else. Take a little break).**

 **Anyway, every single event detailed by Ellen in reference to Norman Osborn happened all in the Main Universe of Marvel and that's not even half of what he's done (considering that he was responsible for the Clone Saga (the second one) and most, if not all, of the Siege event. If I shared a universe with Norman Osborn, I'd avoid him like the plague and probably start saving money to get Deadpool to kill him in a way that couldn't be bullshit through by a weirdly effective yet slow as hell healing factor.**

 **Possibly by stealing a Fantastic Four rocket and shooting him into the sun. But I digress.**

 **I had some trouble with this chapter (a depressing trend lately), but I'm still trying to work at it. I made it a breather because, let's face it, action has been flying thick and heavy for a while and Ellen is fucking tired by now. Life's been a little busy on my end too (not quite superhero level insanity), between trying to get my dog trained (it's kind of a 'one step forward, two steps back' kind of process atm), therapy for my depression and anxiety, and day to day living with the energy and ambition of the average sloth, but I'm doing okay.**

 **Also, lot of plot bunnies kicking around in my head (like only one or two for Spider-Man, tho, and none that are applicable to this fic) that I really want to work with but know that I can't really do justice. Wah.**


End file.
